Common use of Covenants Regarding Formation of Subsidiaries and Acquisitions Clause in Contracts

Covenants Regarding Formation of Subsidiaries and Acquisitions. At the time of (i) any Acquisition permitted hereunder or (ii) the formation of any new Restricted Subsidiary of the Borrower or any of its Subsidiaries which is permitted under this Agreement, including, without limitation, the formation of any License Sub, the Borrower will, and will cause its Subsidiaries, as appropriate, to (a) provide to the Administrative Agent (1) an executed Master Subsidiary Security Agreement for such new Restricted Subsidiary, in substantially the form of Exhibit J attached hereto, together with appropriate UCC-1 financing statements, (2) an executed Subsidiary Guaranty for such new Restricted Subsidiary, in substantially the form of Exhibit K attached hereto, and (3), to the extent applicable, a Trademark Security Agreement, substantially in the form of Exhibit F attached hereto, together with other appropriate documentation, all of which shall constitute both Security Documents and Loan Documents for purposes of this Agreement, as well as a loan certificate for such new Restricted Subsidiary, substantially in the form of Exhibit I attached hereto, together with appropriate attachments; (b) pledge to the Administrative Agent all of the Capital Stock of such Subsidiary or Person which is acquired or formed, beneficially owned by the Borrower or any of the Borrower's Subsidiaries, as the case may be, as additional Collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Borrower's Pledge Agreement, an existing Subsidiary Pledge Agreement, or a new Subsidiary Pledge Agreement in substantially the form of Exhibit L attached hereto, and execute and deliver to the Administrative Agent all such other documentation for such pledge as, in the opinion of the Administrative Agent, is appropriate; and (c) provide revised financial projections for the remainder of the fiscal year and for each subsequent year until the Maturity Date which reflect such Acquisition or formation, certified by the chief financial officer of the Borrower, together with a statement by such Person that no Default exists or would be caused by such Acquisition or formation, and all other documentation, including one or more opinions of counsel, which are satisfactory to the Administrative Agent and which in its opinion is appropriate with respect to such Acquisition or the formation of such Subsidiary. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a "Loan Document" for purposes of this Agreement.

Covenants Regarding Formation of Subsidiaries and Acquisitions. At the time of (i) any Acquisition permitted hereunder by a Restricted Subsidiary of the Borrower, (ii) any Acquisition of a Person which becomes a Restricted Subsidiary of the Borrower, or (iiiii) the formation of any new Restricted Subsidiary of the Borrower or any of its Subsidiaries which is permitted under this Agreement, including, without limitation, the formation of any License Sub, (X) the Borrower will, and will cause its Restricted Subsidiaries, as appropriate, to (a) provide to the Administrative Agent (1) an executed Master Subsidiary Security Agreement for such new Restricted Subsidiary, in substantially the form of Exhibit J attached hereto, together with appropriate UCC-1 financing statements, (2) an executed Subsidiary Guaranty for such new Restricted Subsidiary, in substantially the form of Exhibit K attached hereto, and (3), to the extent applicable, a Trademark Security Agreement, substantially in the form of Exhibit F attached hereto, together with other appropriate documentation, all of which shall constitute both Security Documents and Loan Documents for purposes of this Agreement, as well as a loan certificate for such new Restricted Subsidiary, substantially in the form of Exhibit I attached hereto, together with appropriate attachments; (b) pledge to the Administrative Agent all of the Capital Stock stock, partnership interests or other ownership interests (or other instruments or securities evidencing ownership) and intercompany indebtedness of such Restricted Subsidiary or Person which is acquired or acquired, formed, or beneficially owned by the Borrower or any of the Borrower's its Restricted Subsidiaries, as the case may be, as additional Collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Borrower's an extant Borrower Pledge Agreement, an existing extant Subsidiary Pledge Agreement, or a new Borrower Pledge Agreement or Subsidiary Pledge Agreement in substantially the form forms of Exhibit L Exhibits C and G, respectively, attached heretohereto and, if such Restricted Subsidiary is a Non-Guarantor Subsidiary, an Assignment of Notes, if applicable, and (2) execute and deliver to the Administrative Agent all such other documentation for such pledge as, in the reasonable opinion of the Administrative Agent, is appropriate; and (c) provide revised financial projections for the remainder of the fiscal year and for each subsequent year until the Maturity Date which reflect such Acquisition or formation, certified by the chief financial officer of the Borrower, together with a statement by such Person that no Default exists or would be caused by such Acquisition or formation, and all other documentation, including one or more opinions of counsel, which are satisfactory to the Administrative Agent and which in its opinion is appropriate with respect to such Acquisition or the formation of such Restricted Subsidiary, and (Y) if such Restricted Subsidiary is not a Non-Guarantor Subsidiary, the Borrower shall cause such Restricted Subsidiary to execute and deliver a Subsidiary Guaranty substantially in the form of Exhibit F attached hereto. Notwithstanding the foregoing, the Borrower shall cause any Restricted Subsidiary that makes a loan to a Non-Guarantor Subsidiary at any time to execute and deliver an Assignment of Notes substantially in the form of Exhibit B attached hereto at the time of the making of such loan. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 5.14 shall be a "Loan Document" for purposes of this Agreement.

Covenants Regarding Formation of Subsidiaries and Acquisitions. At the time of (i) any Acquisition permitted hereunder hereunder, (ii) the purchase by any Borrower or any of the Subsidiaries of any Borrower of any interests in any Subsidiary, or (iiiii) the formation of any new Restricted Subsidiary of the Borrower or any of its Subsidiaries which is permitted under this Agreement, including, without limitation, each of the formation of any License Sub, the Borrower Borrowers will, and will cause each of its Subsidiaries, as appropriate, to (a) provide to the Administrative Agent (1) an executed Master Subsidiary Security Agreement for such any new Restricted Subsidiary, in substantially the form of Exhibit J N attached hereto, together with appropriate UCC-1 financing statements, (2) as well as an executed Subsidiary Guaranty for such new Restricted Subsidiary, in substantially the form of Exhibit K L attached hereto, and (3), to the extent applicable, a Trademark Security Agreement, substantially in the form of Exhibit F attached hereto, together with other appropriate documentation, all of which shall constitute both Security Documents and Loan Documents for purposes of this Agreement, as well as a loan certificate for such new Restricted Subsidiary, substantially in the form of Exhibit I S attached hereto, together with appropriate attachments; (b) pledge to the Administrative Agent all of the Capital Stock stock or partnership interests (or other instruments or securities evidencing ownership) of such Subsidiary or Person which is acquired or formed, beneficially owned by the any Borrower or any Subsidiary of the any Borrower's Subsidiaries, as the case may be, as additional Collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Borrower's Pledge Agreement, an existing Subsidiary Pledge Agreement, Agreement or a new Subsidiary Pledge Agreement in substantially the form of Exhibit L M attached hereto, and execute and deliver to the Administrative Agent all such other documentation for such pledge as, in the reasonable opinion of the Administrative Agent, is appropriate; and (c) with respect to any Acquisition or formation of a Subsidiary, provide revised financial projections for the remainder of the fiscal year and for each subsequent year until the Facility C Maturity Date which reflect such Acquisition or formation, certified by the chief financial officer Chief Financial Officer of the appropriate Borrower, together with a statement by such Person that no Default exists or would be caused by such Acquisition or formation, and all other documentation, including one or more opinions of counsel, which are reasonably satisfactory to the Administrative Agent and which in its reasonable opinion is appropriate with respect to such Acquisition or the formation of such Subsidiary. Any document, agreement or instrument (other than the Projections) executed or issued pursuant to this Section 5.13 5.14 shall be a "Loan Document" for purposes of this Agreement.

Covenants Regarding Formation of Subsidiaries and Acquisitions. At the time of (ia) any Acquisition permitted hereunder by a Restricted Subsidiary of the Borrower, (b) any Acquisition of a Person which becomes a Restricted Subsidiary of the Borrower, or (iic) the formation of any new Restricted Subsidiary of the Borrower or any of its Subsidiaries which is permitted under this Agreement, including, without limitation, the formation of any License Sub, (i) the Borrower will, and will cause its Restricted Subsidiaries, as appropriate, to (a) provide to the Administrative Agent (1) an executed Master Subsidiary Security Agreement for such new Restricted Subsidiary, in substantially the form of Exhibit J attached hereto, together with appropriate UCC-1 financing statements, (2) an executed Subsidiary Guaranty for such new Restricted Subsidiary, in substantially the form of Exhibit K attached hereto, and (3), to the extent applicable, a Trademark Security Agreement, substantially in the form of Exhibit F attached hereto, together with other appropriate documentation, all of which shall constitute both Security Documents and Loan Documents for purposes of this Agreement, as well as a loan certificate for such new Restricted Subsidiary, substantially in the form of Exhibit I attached hereto, together with appropriate attachments; (bA) pledge to the Administrative Agent all of the Capital Stock stock, partnership interests or other ownership interests (or other instruments or securities evidencing ownership) and intercompany indebtedness of such Restricted Subsidiary or Person which is acquired or acquired, formed, or beneficially owned by the Borrower or any of the Borrower's its Restricted Subsidiaries, as the case may be, as additional Collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Borrower's an extant Borrower Pledge Agreement, an existing extant Subsidiary Pledge Agreement, or a new Borrower Pledge Agreement or Subsidiary Pledge Agreement in substantially the form forms of Exhibit L Exhibits C and J, respectively, attached hereto, and, if such Restricted Subsidiary is a Non-Guarantor Subsidiary, an Assignment of Notes, if applicable, and (B) execute and deliver to the Administrative Agent all such other documentation for such pledge as, in the reasonable opinion of the Administrative Agent, is appropriate; and (c) provide revised financial projections for the remainder of the fiscal year and for each subsequent year until the Maturity Date which reflect such Acquisition or formation, certified by the chief financial officer of the Borrower, together with a statement by such Person that no Default exists or would be caused by such Acquisition or formation, and all other documentation, including one or more opinions of counsel, which are satisfactory to the Administrative Agent and which in its opinion is appropriate with respect to such Acquisition or the formation of such Restricted Subsidiary, and (ii) if such Restricted Subsidiary is not a Non-Guarantor Subsidiary, the Borrower shall cause such Restricted Subsidiary to execute and deliver a Subsidiary Guaranty substantially in the form of Exhibit I attached hereto. Notwithstanding the foregoing, the Borrower shall cause any Restricted Subsidiary that makes a loan to a Non-Guarantor Subsidiary at any time to execute and deliver an Assignment of Notes substantially in the form of Exhibit B attached hereto at the time of the making of such loan. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 5.14 shall be a "Loan Document" for purposes of this Agreement.

Covenants Regarding Formation of Subsidiaries and Acquisitions. At the time of (i) any Acquisition permitted hereunder or (ii) the formation of any new Restricted Subsidiary of the Borrower or any of its Subsidiaries which is permitted under this Agreement, including, without limitation, the formation of any License Sub, the Borrower will, and will cause its Subsidiaries, as appropriate, to (a) provide to the Administrative Agent (1) an executed Master Subsidiary Security Agreement for such new Restricted Subsidiary, in substantially the form of Exhibit J attached hereto, together with appropriate UCC-1 financing statements, (2) an executed Subsidiary Guaranty for such new Restricted Subsidiary, in substantially the form of Exhibit K attached hereto, and (3), to the extent applicable, a Trademark Security Agreement, substantially in the form of Exhibit F attached hereto, together with other appropriate documentation, all of which shall constitute both Security Documents and Loan Documents for purposes of this Agreement, as well as a loan -52- 58 certificate for such new Restricted Subsidiary, substantially in the form of Exhibit I attached hereto, together with appropriate attachments; (b) pledge to the Administrative Agent all of the Capital Stock of such Subsidiary or Person which is acquired or formed, beneficially owned by the Borrower or any of the Borrower's Subsidiaries, as the case may be, as additional Collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Borrower's Pledge Agreement, an existing Subsidiary Pledge Agreement, or a new Subsidiary Pledge Agreement in substantially the form of Exhibit L attached hereto, and execute and deliver to the Administrative Agent all such other documentation for such pledge as, in the opinion of the Administrative Agent, is appropriate; and (c) provide revised financial projections for the remainder of the fiscal year and for each subsequent year until the Maturity Date which reflect such Acquisition or formation, certified by the chief financial officer of the Borrower, together with a statement by such Person that no Default exists or would be caused by such Acquisition or formation, and all other documentation, including one or more opinions of counsel, which are satisfactory to the Administrative Agent and which in its opinion is appropriate with respect to such Acquisition or the formation of such Subsidiary. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a "Loan Document" for purposes of this Agreement.

Covenants Regarding Formation of Subsidiaries and Acquisitions. (i) At the time of (i) any Acquisition permitted hereunder or (ii) within thirty (30) days of the formation of any new Restricted Subsidiary of the Borrower or any of its Subsidiaries which is permitted under this Agreement, including, without limitation, the formation of any License Sub, the Borrower will, and will cause its Subsidiaries, including each License Sub, as appropriate, to to: (a) provide to the Administrative Agent (1) an executed Master Subsidiary Security Agreement for such new Restricted Subsidiary, in substantially the form of Exhibit J attached hereto, together with appropriate UCC-1 Uniform Commercial Code financing statements, and (2) an executed Subsidiary Guaranty for such new Restricted Subsidiary, in substantially the form of Exhibit K attached hereto, and (3), to the extent applicable, a Trademark Security Agreement, substantially in the form of Exhibit F attached hereto, together with other appropriate documentation, all of which shall constitute both Security Documents and Loan Documents for purposes of this Agreement, as well as a loan certificate for such new Restricted Subsidiary, substantially in the form of Exhibit I attached hereto, together with appropriate attachments; (b) pledge to the Administrative Agent all of the Capital Stock Ownership Interests of such Subsidiary or Person which is acquired or formed, beneficially owned by the Borrower or any of the Borrower's Subsidiaries, as the case may be, as additional Collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Borrower's Pledge Agreement, an existing Subsidiary Pledge Agreement, or a new Subsidiary Pledge Agreement in substantially the form of Exhibit L attached hereto, and execute and deliver to the Administrative Agent all such other documentation for such pledge as, in the reasonable opinion of the Administrative Agent, is necessary and appropriate; and (c) provide revised financial projections for the remainder of the fiscal year and for each subsequent year until the Maturity Date which reflect such Acquisition or or, to the extent of any material change in the previous financial projections provided, formation, certified by the chief financial officer of the Borrower, together with a statement by such Person Authorized Officer of the Borrower that no Default exists or would be caused by such Acquisition or formation, and all other documentation, including one or more opinions of counsel, which are satisfactory to the Administrative Agent and which in its reasonable opinion is are necessary and appropriate with respect to such Acquisition or the formation of such Subsidiary. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a "Loan Document" for purposes of this Agreement.

Covenants Regarding Formation of Subsidiaries and Acquisitions. At the time of (i) any Permitted Acquisition permitted hereunder or (ii) the formation of any new Restricted Subsidiary of the Borrower or any of its Subsidiaries which is permitted under this Agreement, including, without limitation, the formation of any License SubSubsidiary, the Borrower will, and will cause its Subsidiaries, as appropriate, to (a) provide to the Administrative Agent (1) an executed Master Subsidiary Security Agreement for such new Restricted Subsidiary, in substantially the form of Exhibit J E attached hereto, together with appropriate UCC-1 financing statements, and (2) an executed Subsidiary Guaranty for such new Restricted Subsidiary, in substantially the form of Exhibit K C attached hereto, and (3), to the extent applicable, a Trademark Security Agreement, substantially in the form of Exhibit F attached hereto, together with other appropriate documentation, all of which shall constitute both Security Documents and Loan Documents for purposes of this Agreement, as well as a loan certificate for such new Restricted Subsidiary, substantially in the form of Exhibit I attached hereto, together with appropriate attachments; (b) pledge to the Administrative Agent all of the Capital Stock of such Subsidiary or Person which is acquired or formed, beneficially owned by the Borrower or any of the Borrower's its Subsidiaries, as the case may be, as additional Collateral collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Borrower's Borrower Pledge Agreement, an existing Subsidiary Pledge Agreement, or a new Subsidiary Pledge Agreement in substantially the form of Exhibit L D attached hereto, and execute and deliver to the Administrative Agent all such other documentation for such pledge as, in the opinion of the Administrative Agent, is appropriate; and (c) provide revised financial projections for the remainder of the fiscal year and for each subsequent year until the Maturity Date which reflect such Permitted Acquisition or formation, certified by the chief financial officer of the Borrower, together with a statement by such Person that no Event of Default exists or would be caused by such Permitted Acquisition or formation, and all other documentation, including one or more opinions of counsel, which are satisfactory to the Administrative Agent and which in its opinion is appropriate with respect to such Acquisition or the formation of such Subsidiary. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a "Loan Document" for purposes of this Agreement.such

Covenants Regarding Formation of Subsidiaries and Acquisitions. At the time of (i) any Acquisition permitted hereunder or (ii) the formation of any new Restricted Subsidiary of the Borrower or any of its Subsidiaries which is permitted under this Agreement, including, without limitation, the formation of any License Sub, the Borrower will, and will cause its Subsidiaries, as appropriate, to (a) provide to the Administrative Agent (1) an executed Master Subsidiary Security Agreement for such new Restricted Subsidiary, in substantially the form of Exhibit J K attached hereto, together with appropriate UCC-1 financing statements, (2) an executed Subsidiary Guaranty for such new Restricted Subsidiary, in substantially the form of Exhibit K L attached hereto, and (3), ) to the extent applicable, a Trademark Security Agreement, substantially in the form of Exhibit F G attached hereto, together with other appropriate documentation, all of which shall constitute both Security Documents and Loan Documents for purposes of this Agreement, as well as a loan certificate for such new Restricted Subsidiary, substantially in the form of Exhibit I J attached hereto, together with appropriate attachments; (b) pledge to the Administrative Agent all of the Capital Stock of such Subsidiary or Person which is acquired or formed, beneficially owned by the Borrower or any of the Borrower's Subsidiaries, as the case may be, as additional Collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Borrower's Pledge Agreement, an existing Subsidiary Pledge Agreement, or a new Subsidiary Pledge Agreement in substantially the form of Exhibit L M attached hereto, and execute and deliver to the Administrative Agent all such other documentation for such pledge as, in the opinion of the Administrative Agent, is appropriate; and (c) provide revised financial projections for the remainder of the fiscal year and for each subsequent year until the Maturity Date which reflect such Acquisition or formation, certified by the chief financial officer of the Borrower, together with a statement by such Person that no Default exists or would be caused by such Acquisition or formation, and all other documentation, including one or more opinions of counsel, which are satisfactory to the Administrative Agent and which in its opinion is appropriate with respect to such Acquisition or the formation of such Subsidiary. Any document, agreement or instrument executed or issued pursuant to this Section 5.13 shall be a "Loan Document" for purposes of this Agreement.