Common use of Additional Credit Parties Clause in Contracts

Additional Credit Parties. At the time any Person becomes a Domestic Subsidiary (other than a Receivables Financing SPC or a Preferred Stock SPC or as otherwise agreed to by the Administrative Agent) or becomes a guarantor with respect to any other Indebtedness of the Company, the Company shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after the date thereof) shall (a) cause such Person to execute a Guarantor Joinder Agreement in substantially the same form as Exhibit E, (b) cause such Person to execute counterparts of, or a joinder in, the Pledge Agreement and the Security Agreement, (c) cause all of the capital stock of such Person to be delivered to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, (d) cause all of the Capital Stock of the Domestic Subsidiaries of such Person and 65% of the voting Capital Stock and all non-voting capital stock of its First Tier Foreign Subsidiaries to be delivered to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, and (e) deliver, or cause such Person to deliver, such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above) and appropriate UCC-1 financing statements, all in form, content and scope reasonably satisfactory to the Collateral Agent.

Additional Credit Parties. At the time any Person becomes a Domestic Subsidiary (other than a Receivables Financing SPC or a Preferred Stock SPC or as otherwise agreed to by the Administrative Collateral Agent) or a "Credit Party" under the Credit Agreement or becomes a guarantor with respect to any other Indebtedness of the Company, the Company shall so notify the Administrative Agent holders of the Notes and promptly thereafter (but in any event within 30 days after the date thereof) shall (a) cause such Person to execute a Guarantor Joinder Agreement in substantially the same form as Exhibit EA to the Sixth Amendment, (b) cause such Person to execute counterparts of, or a joinder in, the Pledge Agreement and the Security AgreementAgreement in a form reasonably acceptable to the Collateral Agent, (c) cause all of the capital stock Capital Stock of such Person to be delivered to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, (d) cause all of the Capital Stock of the Domestic Subsidiaries of such Person and 65% of the voting Capital Stock and all non-voting capital stock of its First Tier Foreign Subsidiaries to be delivered to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, and (e) deliver, or cause such Person to deliver, such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above) and appropriate UCC-1 UCC-I financing statements, all in form, content and scope reasonably satisfactory to the Collateral Agent.

Additional Credit Parties. At the time any Person becomes a wholly-owned Material Domestic Subsidiary, the Parent shall so notify the Agent and, in the case of any Subsidiary (other than a Receivables Financing SPC or a Preferred Stock SPC or as otherwise agreed to by the Administrative Agent) or becomes a guarantor with respect to any other Indebtedness of the CompanySubsidiary, the Company shall so notify the Administrative Agent and promptly thereafter (but in any event within 30 days after the date thereof) shall (a) cause such Person to execute a Guarantor Joinder Agreement in substantially the same form as Exhibit E7.11, (b) cause if such Person is directly owned by the Parent, execute or cause a Subsidiary of the Parent which is the parent of such new Material Domestic Subsidiary to execute counterparts of, or a joinder in, an appropriate pledge agreement in substantially the form of the Pledge Agreement and or otherwise in a form reasonably acceptable to the Security AgreementAgent, (c) which will cause all of the capital stock of such Person to be delivered to the Collateral Agent Agent, for the benefit of the Lenders (together with undated stock powers, if applicable, signed in blank) ), and pledged to the Collateral Agent, (d) cause all Agent for the benefit of the Capital Stock of the Domestic Subsidiaries of such Person and 65% of the voting Capital Stock and all non-voting capital stock of its First Tier Foreign Subsidiaries to be delivered to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral AgentLenders, and (ec) deliver, or cause such Person to deliver, such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, includingwhich documentation may include, without limitation, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above) and and, appropriate UCC-1 financing statements, all in form, content and scope reasonably satisfactory to the Collateral Agent.

Additional Credit Parties. At the time any Person becomes a Domestic Subsidiary (other than a Receivables Financing SPC or a Preferred Stock SPC or As soon as otherwise agreed to by the Administrative Agent) or becomes a guarantor with respect to any other Indebtedness of the Company, the Company shall so notify the Administrative Agent practicable and promptly thereafter (but in any event within 30 days after any Person which is not a Joint Venture becomes a Subsidiary of any Credit Party, the date thereof) Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Guarantor Joinder Agreement in substantially the same form as Exhibit E7.12, (b) cause such Person to execute counterparts of, or a joinder in, the Pledge Agreement and the Security Agreement, (c) cause all of the capital stock Capital Stock of such Person owned by the Consolidated Parties to be delivered to the Collateral Agent (together with undated stock powers, if applicable, powers signed in blank) and pledged to the Collateral Agent, (dAgent pursuant to an appropriate pledge agreement(s) cause all in substantially the form of the Capital Stock of the Domestic Subsidiaries of such Person Pledge Agreement and 65% of the voting Capital Stock and all non-voting capital stock of its First Tier Foreign Subsidiaries to be delivered otherwise in form acceptable to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, and (ec) deliver, or cause such Person to deliver(i) if such Person owns or leases any real property located in the United States of America or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.2(c) all in form, content and scope reasonably satisfactory to the Agent and (ii) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder) and appropriate UCC-1 financing statementsother items of the types required to be delivered pursuant to Section 5.2(b), all in form, content and scope reasonably satisfactory to the Collateral Agent.

Additional Credit Parties. At the time any Person becomes a Domestic Subsidiary (other than a Receivables Financing SPC or a Preferred Stock SPC or As soon as otherwise agreed to by the Administrative Agent) or becomes a guarantor with respect to any other Indebtedness of the Company, the Company shall so notify the Administrative Agent practicable and promptly thereafter (but in any event within 30 days after any Person becomes a Subsidiary of any Credit Party, the date thereof) Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Guarantor Joinder Agreement in substantially the same form as Exhibit E7.12, (b) cause such Person to execute counterparts of, or a joinder in, the Pledge Agreement and the Security Agreement, (c) cause all 100% of the capital stock Capital Stock of such Person to be delivered to the Collateral Agent (together with undated stock powers, if applicable, powers signed in blank) and pledged to the Collateral Agent, (dAgent pursuant to an appropriate pledge agreement(s) cause all in substantially the form of the Capital Stock of the Domestic Subsidiaries of such Person Pledge Agreement and 65% of the voting Capital Stock and all non-voting capital stock of its First Tier Foreign Subsidiaries to be delivered otherwise in form acceptable to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, and (ec) deliver, or cause such Person to deliver(i) if such Person owns or leases any real property located in the United States of America or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(e) all in form, content and scope reasonably satisfactory to the Agent and (ii) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder) and appropriate UCC-1 financing statementsother items of the types required to be delivered pursuant to Section 5.1(b), (c), (d) and (e), all in form, content and scope reasonably satisfactory to the Collateral Agent.

Additional Credit Parties. At the time any Person becomes a Domestic Subsidiary (other than a Receivables Financing SPC or a Preferred Stock SPC or As soon as otherwise agreed to by the Administrative Agent) or becomes a guarantor with respect to any other Indebtedness of the Company, the Company shall so notify the Administrative Agent practicable and promptly thereafter (but in any event within 30 days after any Person which is not a Joint Venture becomes a Subsidiary of any Credit Party, the date thereof) Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such Person and shall (a) cause such Person to execute a Guarantor Joinder Agreement in substantially the same form as Exhibit EEXHIBIT 7.12, (b) cause such Person to execute counterparts of, or a joinder in, the Pledge Agreement and the Security Agreement, (c) cause all of the capital stock Capital Stock of such Person owned by the Consolidated Parties to be delivered to the Collateral Agent (together with undated stock powers, if applicable, powers signed in blank) and pledged to the Collateral Agent, (dAgent pursuant to an appropriate pledge agreement(s) cause all in substantially the form of the Capital Stock of the Domestic Subsidiaries of such Person Pledge Agreement and 65% of the voting Capital Stock and all non-voting capital stock of its First Tier Foreign Subsidiaries to be delivered otherwise in form acceptable to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, and (ec) deliver, or cause such Person to deliver(i) if such Person owns or leases any real property located in the United States of America or deemed to be material by the Agent or the Required Lenders in its or their sole reasonable discretion, deliver to the Agent with respect to such real property documents, instruments and other items of the types required to be delivered pursuant to Section 5.2(c) all in form, content and scope reasonably satisfactory to the Agent and (ii) deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to aboveabove and the perfection of the Agent's liens thereunder) and appropriate UCC-1 financing statementsother items of the types required to be delivered pursuant to Section 5.2(b), all in form, content and scope reasonably satisfactory to the Collateral Agent.

Additional Credit Parties. At the time As soon as practicable and in any event within 30 days after (i) any Person becomes a direct or indirect Material Domestic Subsidiary of the Borrower or (other than ii) any indirect or direct Subsidiary of the Borrwer which is not a Receivables Financing SPC or a Preferred Stock SPC or as otherwise agreed to by the Administrative Agent) or Guarantor hereunder becomes a guarantor with respect to any other Indebtedness Subordinated Indebtedness, the Borrower shall provide the Agent with written notice thereof setting forth information in reasonable detail describing all of the Company, the Company shall so notify the Administrative Agent assets of such Person and promptly thereafter (but in any event within 30 days after the date thereof) shall (a) cause such Person to execute a Guarantor Joinder Agreement in substantially the same form as Exhibit E7.12, (b) cause such Person to execute counterparts of, or a joinder in, the Pledge Agreement and the Security Agreement, (c) cause all 100% of the capital stock Capital Stock of such Person to be delivered to the Collateral Agent (together with undated stock powers, if applicable, powers signed in blank) and pledged to the Collateral Agent, (dAgent pursuant to an appropriate pledge agreement(s) cause all in substantially the form of the Capital Stock of the Domestic Subsidiaries of such Person Pledge Agreement and 65% of the voting Capital Stock and all non-voting capital stock of its First Tier Foreign Subsidiaries to be delivered otherwise in form acceptable to the Collateral Agent (together with undated stock powers, if applicable, signed in blank) and pledged to the Collateral Agent, and (ec) deliver, or cause such Person to deliver, deliver such other documentation as the Collateral Agent may reasonably request in connection with the foregoing, including, without limitation, appropriate UCC-1 financing statements, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above) and appropriate UCC-1 financing statementsother items of the types required to be delivered pursuant to Section 5.1(c), all in form, content and scope reasonably satisfactory to the Collateral Agent.