Additional Material Domestic Subsidiaries. If any consolidated Subsidiary of the Borrower (other than a New Subsidiary to the extent addressed in Section 7.2(K)(a) or a SPV) becomes a Material Domestic Subsidiary, the Borrower shall cause any such Material Domestic Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the date on which such consolidated Subsidiary became a Material Domestic Subsidiary.
Additional Material Domestic Subsidiaries. Notify the Administrative Agent upon the creation or acquisition of any Material Domestic Subsidiary and of any Domestic Subsidiary becoming a Material Domestic Subsidiary and, with respect to any Material Domestic Subsidiary so created or acquired or becoming such, and promptly thereafter (and in any event within thirty (30) days after such creation or acquisition or occurrence and as such time period may be extended by the Administrative Agent in its sole discretion), cause such Material Domestic Subsidiary to (i) execute and deliver to the Administrative Agent a duly executed Joinder Agreement, (ii) grant a security interest in all Collateral (subject to the exceptions specified in the Collateral Agreement) owned by such Subsidiary, (iii) deliver to the Administrative Agent such documents and certificates referred to in Section 3(a) of the First Amendment as may be reasonably requested by the Administrative Agent, (iv) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Material Domestic Subsidiary, and (v) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent (including legal opinions) to provide to the Administrative Agent, for the benefit of the Lenders and the other Secured Parties, valid and perfected first priority Liens and security interests (subject to Permitted Liens) in the Collateral of such Material Domestic Subsidiary (or to evidence or confirm the provision thereof), all in form, content and scope reasonably satisfactory to the Administrative Agent.
Additional Material Domestic Subsidiaries. If any consolidated Subsidiary of the Borrower (other than a New Subsidiary to the extent addressed in Section 7.2(J)(i) above) becomes a Material Subsidiary, the Borrower shall cause any such Material Subsidiary to deliver to the Administrative Agent the applicable Collateral Documents described in clauses (i)(a) through (c) above and appropriate corporate or similar resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, all such documentation to be delivered to the Administrative Agent as promptly as possible but in any event within sixty (60) days following the date on which such consolidated Subsidiary became a Material Subsidiary, in each case, to provide the Administrative Agent with a first priority perfected security interest in the Collateral granted pursuant to clauses (i)(a) through (i)(c) above and Lien thereon, subject to Customary Permitted Liens Additional Subsidiary Guarantors. (i) If at any time an Authorized Officer has actual knowledge (whether pursuant to delivery of a compliance certificate under Section 7.1(A)(iii) or otherwise) that (x) the aggregate assets of all Non-Obligor Subsidiaries exceed 15% of Consolidated Assets or (y) the aggregate Net Income of all Non-Obligor Subsidiaries exceeds 15% of Net Income, in each case, as calculated by the Borrower, the Borrower shall cause such consolidated Subsidiaries (other than Excluded Subsidiaries) as are necessary to reduce such aggregate assets and Net Income to or below the applicable 15% limitation to deliver to the Administrative Agent the applicable Collateral Documents described in clauses (i)(a) through (c) above and appropriate corporate or similar resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, all such documentation to be delivered to the Administrative Agent as promptly as possible but in any event within sixty (60) days following the initial date on which such aggregate assets or aggregate Net Income exceed the applicable 15% limitation, in each case, to provide the Administrative Agent with a first priority perfected security interest in the Collateral granted pursuant to clauses (i)(a) through (i)(c) above and Lien thereon, subject to Customary Permitted Liens.
Additional Material Domestic Subsidiaries. If any consolidated -------------------------------------------- Subsidiary of Energizer (other than a New Subsidiary to the extent addressed in Section 7.2(K)(a) or a SPV) becomes a Material Domestic Subsidiary, Energizer ------------------ shall cause any such Material Domestic Subsidiary to deliver to the Administrative Agent an executed Supplement to become a Subsidiary Guarantor and appropriate corporate resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, such Supplement and other documentation to be delivered to the Administrative Agent as promptly as possible but in any event within thirty (30) days following the date on which such consolidated Subsidiary became a Material Domestic Subsidiary. (c)
Additional Material Domestic Subsidiaries. If any consolidated Subsidiary of the Borrower (other than a New Subsidiary to the extent addressed in Section 7.2(J)(i) above) becomes a Material Subsidiary, the Borrower shall cause any such Material Subsidiary to deliver to the Administrative Agent the applicable Collateral Documents described in clauses (i)(a) through (c) above and appropriate corporate or similar resolutions, opinions and other documentation in form and substance reasonably satisfactory to the Administrative Agent in connection therewith, all such documentation to be delivered to the Administrative Agent as promptly as possible but in any event within sixty (60) days following the date on which such consolidated Subsidiary became a Material Subsidiary, in each case, to provide the Administrative Agent with a first priority perfected security interest in the Collateral granted pursuant to clauses (i)(a) through (i)(c) above and Lien thereon, subject to Customary Permitted Liens
Additional Material Domestic Subsidiaries. The Parent will not, and will not permit any Restricted Subsidiary to, form or acquire any Material Domestic Subsidiary after the Effective Date, except that the Parent or any Restricted Subsidiary may form, create or acquire a wholly-owned Material Domestic Subsidiary so long as (a) immediately thereafter and giving effect thereto, no event will occur and be continuing which constitutes a Default and (b) such Material Domestic Subsidiary shall execute and deliver a Guaranty (or, at the option of Administrative Agent, a joinder to the Guaranty executed concurrently herewith).
Additional Material Domestic Subsidiaries. Upon the formation or acquisition of any new direct or indirect Subsidiary (other than any Excluded Subsidiary) by any Loan Party (including, without
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Additional Material Domestic Subsidiaries. (a) On or prior to each date hereafter upon which a Person shall have become a Material Domestic Subsidiary, cause such Material Domestic Subsidiary to become a party to the Subsidiary Guaranty, in accordance with the terms thereof, on and as of such date.
Additional Material Domestic Subsidiaries. If any consolidated Subsidiary of the Borrower (other than a New Subsidiary to the extent addressed in Section 7.2(J)(i) above) becomes a Material Subsidiary, the Borrower shall cause any such Material Subsidiary to deliver to the Administrative Agent a Subsidiary Guaranty and the other documents described in clause (i) above, all such documentation to be delivered to the Administrative Agent as promptly as possible but in any event within sixty (60) days following the date on which such consolidated Subsidiary became a Material Subsidiary.
