Common use of Additional Pledged Subsidiaries Clause in Contracts

Additional Pledged Subsidiaries. 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, or shall cause sufficient parent Subsidiaries (as promptly as possible but in any event within sixty (60) days following initial date on which such Authorized Officer determines that such aggregate assets or Net Income exceed the applicable 15% limitation) to execute a Pledge Agreement with respect to one hundred percent (100%) of the Capital Units of such Subsidiaries (other than Excluded Subsidiaries) as are necessary to reduce such aggregate assets and Net Income to or below the applicable 15% limitation, and (b) in each case, deliver and cause each such parent Subsidiary and pledged Subsidiary, as appropriate, to deliver corporate or similar resolutions, opinions of counsel, stock certificates, stock powers and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent.

Additional Pledged Subsidiaries. If at any time an Authorized Officer has actual knowledge (whether pursuant to delivery of a compliance certificate under Section 7.1(A)(iii7.1(A)(iv) 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, or shall cause sufficient parent Subsidiaries (as promptly as possible but in any event within sixty (60) days following initial date on which such Authorized Officer determines that such aggregate assets or Net Income exceed the applicable 15% limitation) to execute a Pledge Agreement with respect to one hundred percent (100%) of the Capital Units of such Subsidiaries (other than Excluded Subsidiaries) as are necessary to reduce such aggregate assets and Net Income to or below the applicable 15% limitation, and (b) in each case, deliver and cause each such parent Subsidiary and pledged Subsidiary, as appropriate, to deliver corporate or similar resolutions, opinions of counsel, stock certificates, stock powers and such other corporate documentation as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent.