Common use of Additional Subsidiaries Clause in Contracts

Additional Subsidiaries. Pursuant to Section 5.12 of the Credit Agreement, certain Subsidiaries of a Loan Party that were not in existence or not a Subsidiary on the date of the Credit Agreement are required to enter in this Agreement as a Subsidiary Loan Party upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreement. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 4 contracts

Samples: Credit Agreement (United Surgical Partners International Inc), Guarantee and Collateral Agreement (United Surgical Partners International Inc), Credit Agreement (United Surgical Partners International Inc)

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Additional Subsidiaries. Pursuant to Section 5.12 of the Credit Agreement, certain Subsidiaries each Subsidiary of a Loan Party that were was not in existence or not a Subsidiary on the date of the Credit Agreement are and is not a Foreign Subsidiary is required to enter in into this Agreement as a Subsidiary Loan Party upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 4 contracts

Samples: Guarantee and Collateral Agreement (Dex Media Inc), Guarantee and Collateral Agreement (Dex Media West LLC), Guarantee and Collateral Agreement (Dex Media Inc)

Additional Subsidiaries. Pursuant to Section 5.12 of the Credit Agreement, certain Subsidiaries each Subsidiary of a Loan Party that were was not in existence or not a Subsidiary on the date of the Credit Agreement are and is not a Foreign Subsidiary is required to enter in this Agreement as a Subsidiary Loan Party upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 4 contracts

Samples: Guarantee and Collateral Agreement (Interline Brands, Inc./De), Guarantee and Collateral Agreement (Sea Coast Foods, Inc.), Guarantee and Collateral Agreement (Wilmar Holdings Inc)

Additional Subsidiaries. Pursuant to Section 5.12 5.16 of the Credit Agreement, certain Subsidiaries of a Loan Party each Material Subsidiary that were was not in existence or not a Material Subsidiary on the date of the Credit Agreement are Restatement Effective Date is required to enter in into this Agreement as a Subsidiary Loan Party upon becoming such a Material Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 3 contracts

Samples: Revolving Credit Agreement (L Brands, Inc.), Restatement Agreement (L Brands, Inc.), Credit Agreement (Limited Brands Inc)

Additional Subsidiaries. Pursuant to Section 5.12 8.14 of the Credit Agreement, certain Subsidiaries each Domestic Subsidiary of a Loan Credit Party that were was not in existence or not a Subsidiary on the date of the Credit Agreement are Agreement, is required to enter in this Agreement as a Subsidiary Loan Credit Party upon becoming such a Domestic Subsidiary. Upon execution and delivery by the Collateral Agent and a such Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Credit Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Credit Party in this Agreement. The execution and delivery of any such instrument shall not require the consent of any other Loan Credit Party hereunder. The rights and obligations of each Loan Credit Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Credit Party as a party to this Agreement.

Appears in 2 contracts

Samples: Guaranty and Collateral Agreement (HUGHES Telematics, Inc.), Second Lien Guaranty and Collateral Agreement (HUGHES Telematics, Inc.)

Additional Subsidiaries. Pursuant to Section 5.12 9.14 of the Credit Agreement, certain Subsidiaries each Domestic Subsidiary of a Loan Credit Party that were was not in existence or not a Subsidiary on the date of the Credit Agreement are Agreement, is required to enter in this Agreement as a Subsidiary Loan Credit Party upon becoming such a Domestic Subsidiary. Upon execution and delivery by the Collateral Agent and a such Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Credit Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Credit Party in this Agreement. The execution and delivery of any such instrument shall not require the consent of any other Loan Credit Party hereunder. The rights and obligations of each Loan Credit Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Credit Party as a party to this Agreement.

Appears in 2 contracts

Samples: Guaranty and Collateral Agreement (NightHawk Radiology Holdings Inc), Guaranty and Collateral Agreement (NightHawk Radiology Holdings Inc)

Additional Subsidiaries. Pursuant to Section 5.12 6.13(c) of the Credit Agreement, certain Subsidiaries of a Loan Party that were not in existence or not a Subsidiary on the date of the Credit Agreement are originally parties hereto may be required from time to time to enter in this Agreement as a Subsidiary Loan Party upon becoming such a SubsidiaryParties. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a party to this Agreement as a Subsidiary Loan Party hereunder (and a guarantor and grantor hereunder) with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Spectrum Brands, Inc.), Abl Guarantee and Collateral Agreement (Spectrum Brands, Inc.)

Additional Subsidiaries. Pursuant to Section 5.12 5.11 of the Credit Agreement, certain Subsidiaries each Domestic Subsidiary of a Loan Party the Borrower that were was not in existence or not a Subsidiary on the date of the Credit Agreement are is required to enter in into this Agreement as a Subsidiary Loan Party upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Blockbuster Inc), Guarantee and Collateral Agreement (Blockbuster Inc)

Additional Subsidiaries. Pursuant to Section 5.12 5.11 of the Credit Agreement, certain Subsidiaries each Subsidiary of a Loan Party that were was not in existence or not a Subsidiary on the date of the Credit Agreement are and is not a Foreign Subsidiary is required to enter in into this Agreement as a Subsidiary Loan Party upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 2 contracts

Samples: Guarantee and Collateral Agreement (Dennys Corp), Guarantee and Collateral Agreement (Dennys Corp)

Additional Subsidiaries. Pursuant to Section 5.12 5.16 of the Credit AgreementAgreements, certain Subsidiaries of a Loan Party each Material Subsidiary that were was not in existence or not a Material Subsidiary on the date of the Credit Agreement are Restatement Effective Date is required to enter in into this Agreement as a Subsidiary Loan Party upon becoming such a Material Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Limited Brands Inc)

Additional Subsidiaries. Pursuant to Section 5.12 of the Credit Agreement, certain Subsidiaries Each Domestic Subsidiary of a Loan Party that were is not a Foreign Subsidiary that was not in existence or not such a Subsidiary on the date of the Credit Agreement are is required to enter in this Agreement as a Subsidiary Loan Party upon becoming such a Subsidiaryin accordance with Section 5.11 of the Credit Agreement. Upon execution and delivery by the Collateral Administrative Agent and a Subsidiary of an instrument in the form of Exhibit I heretoa Guarantee and Collateral Agreement Supplement, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (CCE Spinco, Inc.)

Additional Subsidiaries. Pursuant to Section 5.12 6.12 of the Credit Agreement, certain Subsidiaries each Subsidiary of a Loan Party that were was not in existence or not a Subsidiary on the date of the Credit Agreement are and is not a Foreign Subsidiary is required to enter in this Agreement as a Subsidiary Loan Party upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 1 contract

Samples: Assignment and Assumption (Fleetcor Technologies Inc)

Additional Subsidiaries. Pursuant to Section 5.12 of the Credit Agreement, certain Subsidiaries of a Loan Party that were not in existence or not a Subsidiary on the date of the Credit Agreement are required to enter in this Agreement as a Subsidiary Loan Party upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Agent and any Subsidiary Loan Party that is required to become a Subsidiary party hereto by Section 5.10 of the Credit Agreement of an instrument agreement substantially in the form of Exhibit I hereto, with such changes and modifications thereto as may be required by or, on the advice of local counsel, advisable under, the laws of any applicable foreign jurisdiction, such Subsidiary Loan Party shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such Dresser Guarantee and Collateral Agreement 31 instrument shall not require the consent of any other Loan Party hereunderparty to this Agreement. The rights and obligations of each Loan Party hereunder party to this Agreement shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 1 contract

Samples: Credit Agreement (Dresser Inc)

Additional Subsidiaries. Pursuant to Section 5.12 5.11 of the Credit Agreement, certain Subsidiaries of a each Subsidiary Loan Party that were was not in existence or not a Subsidiary Loan Party on the date of the Credit Agreement are Second Amendment Effective Date is required to enter in this Agreement as a Subsidiary Loan Party upon becoming such a SubsidiarySubsidiary Loan Party. Upon execution and delivery by the Collateral Agent and a Subsidiary Loan Party of an instrument in the form of Exhibit I hereto, such Subsidiary Loan Party shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 1 contract

Samples: Security Agreement (Blockbuster Inc)

Additional Subsidiaries. Pursuant to Section 5.12 5.11 of the Credit Agreement, certain Subsidiaries of a each Domestic Subsidiary Loan Party that were was not in existence or not a Domestic Subsidiary Loan Party on the date of the Credit Agreement are Restatement Effective Date is required to enter in into this Agreement as a Subsidiary Loan Party upon becoming such a SubsidiaryDomestic Subsidiary Loan Party. Upon execution and delivery by the Collateral Administrative Agent and a Domestic Subsidiary Loan Party of an instrument in the form of Exhibit I A hereto, such Domestic Subsidiary Loan Party shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party Grantor hereunder. The rights and obligations of each Loan Party Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Domestic Subsidiary Loan Party as a party to this Agreement.

Appears in 1 contract

Samples: Domestic Security Agreement (Indalex Holdings Finance Inc)

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Additional Subsidiaries. Pursuant to Section 5.12 of the Credit Agreement, certain Subsidiaries of a Loan Party Each Subsidiary that were was not in existence or existence, was not a Subsidiary or was an Excluded Subsidiary on the date of the Credit Agreement are Effective Date, is required to enter in into this Agreement as a Subsidiary Loan Party upon becoming such a Subsidiary that is not an Excluded Subsidiary. Upon the execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunderParty. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party Subsidiary as a party to this Agreement.

Appears in 1 contract

Samples: Collateral and Guarantee Agreement (Healthsouth Corp)

Additional Subsidiaries. Pursuant to Section 5.12 of the Credit Agreement, certain Subsidiaries each Subsidiary of a Loan Party that were was not in existence or not a Subsidiary on the date of the Credit Agreement are and is not a Foreign Subsidiary is required to enter in this Agreement as a Subsidiary Loan Party upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Administrative Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Epmr Corp)

Additional Subsidiaries. Pursuant to Section 5.12 5.11 of the Credit Agreement, certain Subsidiaries each Subsidiary of a Loan Party that were was not in existence or not a Subsidiary on the date of the Credit Agreement are may be required to enter in into this Agreement as a Subsidiary Loan Party Guarantor and Grantor upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party Guarantor and Grantor hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this AgreementGuarantor and Grantor herein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Symbol Technologies Inc)

Additional Subsidiaries. Pursuant to Section 5.12 5.09 of the Credit Agreement, certain Subsidiaries of a each Subsidiary Loan Party that were was not in existence or not a Subsidiary Loan Party on the date of the Credit this Agreement are is required to enter in into this Agreement as a Subsidiary Loan Party upon becoming such a SubsidiarySubsidiary Loan Party. Upon execution and delivery by the Collateral Agent Lender and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 1 contract

Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc)

Additional Subsidiaries. Pursuant to Section 5.12 5.09 of the Revolving Credit Agreement, certain Subsidiaries of a each Subsidiary Loan Party that were was not in existence or not a Subsidiary Loan Party on the date of the Credit Agreement are Restatement Effective Date is required to enter in into this Agreement as a Subsidiary Loan Party upon becoming such a SubsidiarySubsidiary Loan Party. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 1 contract

Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc)

Additional Subsidiaries. Pursuant to Section 5.12 5.10 of the Credit Agreement, certain Subsidiaries each Subsidiary of a Loan Party that were was not in existence or not a Subsidiary on the date of the Credit Agreement are is required to enter in this Agreement as a Subsidiary Loan Party upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party Grantor or Pledgor hereunder. The rights and obligations of each Loan Subsidiary Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party Grantor or Pledgor as a party to this Agreement.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Alon USA Energy, Inc.)

Additional Subsidiaries. Pursuant to Section 5.12 5.09 of the Revolving Credit Agreement and Section 5.09 of the Term Loan Agreement, certain Subsidiaries of a each Subsidiary Loan Party that were was not in existence or not a Subsidiary Loan Party on the date of the Credit Agreement are Restatement Effective Date is required to enter in into this Agreement as a Subsidiary Loan Party upon becoming such a SubsidiarySubsidiary Loan Party. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 1 contract

Samples: Collateral Agreement (American Axle & Manufacturing Holdings Inc)

Additional Subsidiaries. Pursuant to and in accordance with Section 5.12 of the Credit Agreement, certain Subsidiaries each Domestic Subsidiary of a Loan Party Amscan that were was not in existence or not a Subsidiary on the date of the Credit Agreement are is required to enter in this Security Agreement as a Subsidiary Loan Party promptly upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Administrative Agent and a Subsidiary of an instrument in the form of Exhibit I G hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Security Agreement.

Appears in 1 contract

Samples: Pledge and Security Agreement (Amscan Holdings Inc)

Additional Subsidiaries. Pursuant to Section 5.12 of the Credit Agreement, certain Subsidiaries each Subsidiary of a Loan Party that were was not in existence or not a Subsidiary on the date of the Credit Agreement are and is not a Foreign Subsidiary is required to enter in this Agreement as a Subsidiary Loan Party upon becoming such a Subsidiary. Upon execution and delivery by the Collateral Agent and a Subsidiary of an instrument in the form of Exhibit I II hereto, such Subsidiary shall become a Subsidiary Loan Party hereunder with the same force and effect as if originally named as a Subsidiary Loan Party in this Agreementherein. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Loan Party as a party to this Agreement.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Mac-Gray Corp)

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