Common use of Additional Loan Parties Clause in Contracts

Additional Loan Parties. Notify the Lender at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) to become a Loan Party by executing and delivering to the Lender a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the Lender shall deem appropriate for such purpose, and (b) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Lender on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Lender documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and 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 in clauses (a) and (b)). In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as the Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Lender Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) daysdays or such later date as the Agent may agree), cause any such Person that is a wholly-owned domestic Subsidiary to (a) to become a Loan Party by executing and delivering to the Lender Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the Lender Agent shall deem appropriate for such purpose, and (b) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Lender Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iiic) deliver to the Lender Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and and, if requested by the Agent, customary 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 in clauses clause (a) and (b)), in each case in form, content and scope reasonably satisfactory to the Agent; provided that, if any such wholly-owned domestic Subsidiary owns assets of the type which would be included in the Borrowing Base, such Subsidiary shall join the Loan Documents as a Borrower thereunder. In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as the a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Lender Agent at the time that any Person becomes a Domestic Subsidiary, and in each case promptly thereafter (and in any event within fifteen (15) days), cause any such Person Person, to (ai) to become a Loan Party by executing and delivering to the Lender Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the Lender Agent shall deem appropriate for such purpose, and (bii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Lender Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) if reasonably requested by the Agent, deliver to the Lender Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall may cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses clause (a) )), and (b))) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Domestic Subsidiary, an approval of such Person as the a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Lender Agent at the time that any Person becomes a Material Subsidiary, and in each case promptly thereafter (and in any event within fifteen thirty (1530) daysdays or such longer period as the Agent may agree), cause any such Person which is not a CFC, to (ai) to become a Loan Party by executing and delivering to the Lender Agent a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the Lender Agent shall deem appropriate reasonably necessary for such purpose, and (bii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Lender Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Lender Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and 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), in clauses (a) each case in form, content and (b))scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as the Borrower a Loan Party or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Lender Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person which is not a CFC, to (a) to become a Loan Party by executing and delivering to the Lender Administrative Agent a Joinder to this Agreement or a Joinder to counterpart of the Facility Guaranty or such other documents document as the Lender Administrative Agent shall deem appropriate for such purpose, and (b) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Lender Collateral Agent on such Person’s assets of the same type that constitute Collateral to secure the ObligationsObligations to the extent required under the Security Documents, and (iiic) deliver to the Lender Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and 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 in clauses clause (a) and (b)). In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or consent Consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as the a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.”

Additional Loan Parties. Notify the Lender Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) to (i) become a Loan Party by executing and delivering to the Lender Agent a Joinder to this Agreement or a Joinder to counterpart of the Facility Guaranty or such other documents document as the Lender Agent shall deem appropriate for such purpose, and (bii) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Lender Agent on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) iii deliver to the Lender Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and 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 in clauses clause (a) )), and (b))) if any Equity Interests or Indebtedness of such Person are owned by or on behalf of any Loan Party, to pledge such Equity Interests and promissory notes evidencing such Indebtedness, in each case in form, content and scope reasonably satisfactory to the Agent. In no event shall compliance with this Section 6.11 6.12 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 6.12 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as the a Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.

Additional Loan Parties. Notify the Lender at the time that any Person becomes a SubsidiarySubsidiary (including, without limitation, upon the formation of any Subsidiary that is a Division Successor), and promptly thereafter (and in any event within fifteen (15) days), cause any such Person (a) to become a Loan Party by executing and delivering to the Lender a Joinder to this Agreement or a Joinder to the Facility Guaranty or such other documents as the Lender shall deem appropriate for such purpose, and (b) ▇▇▇▇▇ ▇ ▇▇▇▇ to the Lender on such Person’s assets of the same type that constitute Collateral to secure the Obligations, and (iii) deliver to the Lender documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and 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 in clauses (a) and (b)). In no event shall compliance with this Section 6.11 waive or be deemed a waiver or consent to any transaction giving rise to the need to comply with this Section 6.11 if such transaction was not otherwise expressly permitted by this Agreement or constitute or be deemed to constitute, with respect to any Subsidiary, an approval of such Person as the Borrower or permit the inclusion of any acquired assets in the computation of the Borrowing Base.