Common use of Covenants Regarding Formation of Subsidiaries Clause in Contracts

Covenants Regarding Formation of Subsidiaries. the Making of Investments and Acquisitions. At the time of any Acquisition by any of the Borrower Parties, or the formation of any new Subsidiary of any of the Borrower Parties, the Borrower will, and will cause each of the other Borrower Parties, as applicable, to (a) (other than in the case of the Foreign Subsidiaries) provide to the Administrative Agent a duly executed supplement to the Subsidiary Security Agreement for any new Subsidiary, together with appropriate UCC-1 financing statements, (b) (other than in the case of the Foreign Subsidiaries), provide to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty and a loan certificate for any such new Subsidiary, substantially in the form of Exhibit V attached hereto, together with appropriate attachments thereto; (c) (other than in the case of the Foreign Subsidiaries) pledge to the Administrative Agent all (or in the case of the Foreign Subsidiaries, sixty-six percent (66%)) of the Equity Interests (or other instruments or securities evidencing ownership) of any Subsidiary or Person which is acquired or formed, beneficially owned by any of the Borrower Parties as additional Collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Borrower Pledge Agreement or the Subsidiary Pledge Agreement, as applicable, and execute and deliver to the Administrative Agent all such documentation for such pledge (including, without limitation, a supplement to the Subsidiary Pledge Agreement, original certificates representing the pledged Equity Interests and corresponding certificate powers duly executed in blank) as, in the reasonable opinion of the Administrative Agent, is appropriate; and (d) provide all other documentation, including, without limitation, an Intellectual Property Security Agreement or any other security agreement covering any additional intellectual property obtained by such Borrower Party (other than in the case of the Foreign Subsidiaries), additional UCC-1 financing statements, and one or more opinions of counsel reasonably satisfactory to the Administrative Agent which in the reasonable opinion of the Administrative Agent is appropriate with respect to such Acquisition or the formation of such new Subsidiary. In addition, if the Borrower or any of the Subsidiaries of the Borrower (other than the Foreign Subsidiaries) shall at any time obtain any interest in any registered patent, trademark or copyright, or application for any of the foregoing, the Borrower or the applicable Subsidiary shall, as soon as reasonably practicable thereafter, execute and deliver to the Administrative Agent an Intellectual Property Security Agreement (or amendment thereto), such UCC-1 financing statements and one or more opinions of counsel reasonably satisfactory to the Administrative Agent which in the reasonable opinion of the Administrative Agent is appropriate for the pledge of such interests to the Administrative Agent. Investments made by any of the Borrower Parties (other than the Foreign Subsidiaries) after the Agreement Date shall also be treated as additional Collateral and shall be subject to the provisions of appropriate Security Documents. Any agreement or instrument executed or issued pursuant to this Section 5.14 shall be a "Security Document" and a "Loan Document" for purposes of this Agreement.

Covenants Regarding Formation of Subsidiaries. and the Making of Investments Acquisitions and Acquisitions. Investments. (a) At the time of any Indirect Permitted Real Property Acquisition or Acquisition permitted hereunder by the Borrowers, or any of the Borrower Partiestheir Subsidiaries, or the formation of any new Subsidiary of any of the Borrower PartiesBorrowers, or any of their Subsidiaries which is permitted under this Agreement, the Borrower Borrowers each will, and will cause each of the other Borrower Partiestheir Subsidiaries, as applicableappropriate, to (a1) (other than in the case of the Foreign Subsidiaries) provide to the Administrative Agent formation or acquisition of a duly executed supplement to the Subsidiary Security Agreement for any new Subsidiary, together with appropriate UCC-1 financing statements, (b) (other than in at the case discretion of the Foreign Subsidiaries)Administrative Agent, provide to the Administrative Agent a duly either (x) an executed supplement to the Subsidiary Guaranty and an executed Subsidiary Security Agreement, if the Administrative Agent decides that such new Subsidiary will be a Subsidiary Guarantor, or (y) a Security Agreement in substantially the form of Exhibit F attached hereto for such new Subsidiary together with a joinder agreement making such new Subsidiary a party to this Agreement, if the Administrative Agent decides that such new Subsidiary will be a Borrower, in each case, together with a joinder agreement making such new Subsidiary a party to the Subordination Agreement, appropriate UCC-1 financing statements, which shall, along with each other document referred to in this clause (a)(1) constitute both Security Documents and Loan Documents for purposes of this Agreement, as well as a loan certificate for any such new Subsidiary, substantially in the form of Exhibit V L, Exhibit M, Exhibit N or Exhibit O attached hereto, as appropriate, together with appropriate attachments theretoattachments; (c2) (other than in the case of any Indirect Permitted Real Property Acquisition or Acquisition by the Foreign Subsidiaries) Borrowers or any of their respective Subsidiaries or the formation of any new Subsidiary, pledge to the Administrative Agent all (or in the case of the Foreign Subsidiariescapital stock, sixty-six percent (66%)) of the Equity Interests (limited partnership interests, general partnership interests, or other instruments securities or securities evidencing ownership) other equity or ownership interests of any such Subsidiary or Person which is acquired or formed, beneficially owned by the Borrowers, or any of their respective Subsidiaries, as the Borrower Parties case may be, as additional Collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Borrower Pledge Agreement or the Agreements, GCII Pledge Agreement, any Subsidiary Pledge Agreement, as applicableor a new Subsidiary Pledge Agreement, and execute and deliver to the Administrative Agent all such documentation for such pledge (including, without limitation, a supplement to the Subsidiary Pledge Agreement, original certificates representing the pledged Equity Interests and corresponding certificate powers duly executed in blank) as, in the reasonable opinion of the Administrative Agent, is appropriate; and (d3) in any case, provide all other documentation, including, without limitation, an Intellectual Property Security Agreement or including any other security agreement covering any additional intellectual property obtained by such Borrower Party (other than in the case of the Foreign Subsidiaries), additional UCC-1 financing statements, and one or more opinions of counsel reasonably satisfactory to the Administrative Agent which in the reasonable opinion of the Administrative Agent is appropriate with respect to such Indirect Permitted Real Property Acquisition or Acquisition or the formation of such new Subsidiary. In addition, if the Borrower or any of the Subsidiaries of the Borrower (other than the Foreign Subsidiaries) shall at any time obtain any interest in any registered patent, trademark or copyright, or application for any of the foregoing, the Borrower or the applicable Subsidiary shall, as soon as reasonably practicable thereafter, execute and deliver to the Administrative Agent an Intellectual Property Security Agreement (or amendment thereto), such UCC-1 financing statements and one or more opinions of counsel reasonably satisfactory to the Administrative Agent which in the reasonable opinion of the Administrative Agent is appropriate for the pledge of such interests to the Administrative Agent. Investments made by the Borrowers, or any of the Borrower Parties (other than the Foreign Subsidiaries) their respective Subsidiaries after the Agreement Date shall also be treated as additional Collateral and shall be subject to the provisions of appropriate Security Documents. Any document, agreement or instrument executed or issued pursuant to this Section 5.14 5.12 shall be a "Security Document" and a "Loan Document" for purposes of this Agreement. (b) In connection with any proposed Acquisition by the Borrowers or any Subsidiary described in Section 7.6, and promptly upon each request, such data, certificates, reports, statements, opinions of counsel prepared for the Administrative Agent and the Lenders, or any of them, documents or further information regarding the business, assets, liabilities, financial position, projections, results of operations or business prospects of the Borrowers or any of their Subsidiaries as the Administrative Agent or any Lender may reasonably request.

Covenants Regarding Formation of Subsidiaries. the Making of ------------------------------------------------------------ Investments and Acquisitions. At the time of any Acquisition by any of the ---------------------------- Borrower Parties, or the formation of any new Subsidiary of any of the Borrower Parties, the Borrower will, and will cause each of the other Borrower Parties, as applicable, to (a) (other than in the case of the Foreign Subsidiaries and the Unrestricted Subsidiaries) provide to the Administrative Agent a duly executed supplement to the Subsidiary Security Agreement for any new Restricted Subsidiary, together with appropriate UCC-1 financing statements, (b) (other than in the case of the Foreign Subsidiaries, Subsidiaries of InternetCo and the LaunchCo Joint Ventures), provide to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty and a loan certificate for any such new Subsidiary, substantially in the form of Exhibit V T attached hereto, together with appropriate attachments theretothereto (provided that, with respect to the LaunchCo Joint Ventures, the Borrower shall use commercially reasonable efforts to obtain a supplement to the Subsidiary Guaranty); (c) (other than in the case of the Foreign SubsidiariesInternetCo) pledge to the Administrative Agent all (or in -70- the case of the Foreign Subsidiaries, sixty-six five percent (6665%)) of the Equity Interests (or other instruments or securities evidencing ownership) of any Subsidiary or Person which is acquired or formed, beneficially owned by any of the Borrower Parties Parties, as additional Collateral for the Obligations to be held by the Administrative Agent in accordance with the terms of the Borrower Pledge Agreement or the Subsidiary Pledge Agreement, as applicable, and execute and deliver to the Administrative Agent all such documentation for such pledge (including, without limitation, a supplement to the Subsidiary Pledge Agreement, original certificates representing the pledged Equity Interests and corresponding certificate powers duly executed in blank) as, in the reasonable opinion of the Administrative Agent, is appropriate; and (d) provide all other documentation, including, without limitation, an Intellectual Property Security Agreement or any other security agreement covering any additional intellectual property obtained by such Borrower Party (other than in the case of the Foreign Subsidiaries or the Unrestricted Subsidiaries), additional UCC-1 financing statements, and one or more opinions of counsel reasonably satisfactory to the Administrative Agent which in the reasonable opinion of the Administrative Agent is appropriate with respect to such Acquisition or the formation of such new Subsidiary. In addition, if the Borrower or any of the Restricted Subsidiaries of the Borrower (other than the Foreign Subsidiaries) shall at any time obtain any interest in any registered patent, trademark or copyright, or application for any of the foregoing, the Borrower or the applicable Restricted Subsidiary shall, as soon as reasonably practicable thereafter, execute and deliver to the Administrative Agent an Intellectual Property Security Agreement (or amendment thereto), such UCC-1 financing statements and one or more opinions of counsel reasonably satisfactory to the Administrative Agent which in the reasonable opinion of the Administrative Agent is appropriate for the pledge of such interests to the Administrative Agent. In the event that Intermediate Holdco forms any Permitted Intermediate Holdco Subsidiary, (i) Intermediate Holdco shall pledge to the Administrative Agent all of the Equity Interests owned by it in such Permitted Intermediate Holdco Subsidiary, and (ii) such Permitted Intermediate Holdco Subsidiary shall pledge to the Administrative Agent all of the Equity Interests owned by it in the Borrower, in each case, pursuant to a pledge agreement substantially similar to the Holdco Pledge Agreement. Upon repayment in full in cash of the Intermediate Bridge Facility, and pending consummation of the Intermediate Holdco Merger, Holdco shall pledge to the Administrative Agent all of the Equity Interests owned by it in Intermediate Holdco, pursuant to a pledge agreement substantially similar to the Holdco Pledge Agreement. Investments made by any of the Borrower Parties (other than any of the Unrestricted Subsidiaries or the Foreign Subsidiaries) after the Agreement Date shall also be treated as additional Collateral and shall be subject to the provisions of appropriate Security Documents. Any agreement or instrument executed or issued pursuant to this Section 5.14 5.15 shall be a "Security Document" and a "Loan Document" for purposes of this Agreement.

Covenants Regarding Formation of Subsidiaries. the Making of Investments and Acquisitions. At the time --------------------------------------------- of (i) any Acquisition acquisition permitted hereunder, (ii) any Permitted Asset Swap hereunder, (iii) the purchase by the Borrower or any of its Subsidiaries of all minority (or remaining) interests in any Subsidiary of the Borrower PartiesBorrower, or (iv) the formation of any new Subsidiary of the Borrower or any of the Borrower Partiesits Subsidiaries which is permitted under this Agreement, the Borrower will, and will cause each of the other Borrower Partiesits Subsidiaries, as applicableappropriate, to (a) (other than in the case of the Foreign Subsidiaries) provide to the Administrative Agent a duly an executed supplement to the Subsidiary Security Agreement for any such new Subsidiary, in substantially the form attached to the Prior Loan Agreement as Exhibit J, together with appropriate UCC-1 financing statements, (b) (other than as well as an executed Subsidiary Guaranty for such new Subsidiary, in substantially the case of the Foreign Subsidiaries), provide form attached to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty Prior Loan Agreement as Exhibit I, which shall constitute both Security Documents and Loan Documents for purposes of this Agreement, as well as a loan certificate for any such new Subsidiary, in substantially in the form of attached to the Prior Loan Agreement as Exhibit V attached heretoP, together with appropriate attachments theretoattachments; (c) (other than in the case of the Foreign Subsidiariesb) pledge to the Administrative Agent all (or in the case of the Foreign Subsidiaries, sixty-six percent (66%)) of the Equity Interests stock or partnership interests (or other instruments or securities evidencing ownership) of any such Subsidiary or Person which is acquired or formed, beneficially owned by the Borrower or any of the Borrower Parties 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 a pledge agreement in form and substance satisfactory to the Borrower Pledge Agreement or the Subsidiary Pledge Agreement, as applicableManaging Agents, and execute and deliver to the Administrative Agent all such documentation for such pledge (including, without limitation, a supplement to the Subsidiary Pledge Agreement, original certificates representing the pledged Equity Interests and corresponding certificate powers duly executed in blank) as, in the reasonable opinion of the Administrative AgentManaging Agents, is appropriate; and (dc) with respect to any acquisition permitted hereunder, any Permitted Asset Swap hereunder, or the formation of any new Subsidiary which Subsidiary has assets or liabilities, or both, provide revised financial projections for the remainder of the fiscal year and for each subsequent year until the Maturity Date which reflect the effects of such transaction, 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, without limitation, an Intellectual Property Security Agreement or any other security agreement covering any additional intellectual property obtained by such Borrower Party (other than in the case of the Foreign Subsidiaries), additional UCC-1 financing statements, and including one or more opinions of counsel counsel, reasonably satisfactory to the Administrative Agent Managing Agents which in the their reasonable opinion of the Administrative Agent is appropriate with respect to such Acquisition or the formation of such new Subsidiary. In addition, if the Borrower or any of the Subsidiaries of the Borrower (other than the Foreign Subsidiaries) shall at any time obtain any interest in any registered patent, trademark or copyright, or application for any of the foregoing, the Borrower or the applicable Subsidiary shall, as soon as reasonably practicable thereafter, execute and deliver to the Administrative Agent an Intellectual Property Security Agreement (or amendment thereto), such UCC-1 financing statements and one or more opinions of counsel reasonably satisfactory to the Administrative Agent which in the reasonable opinion of the Administrative Agent is appropriate for the pledge of such interests to the Administrative Agent. Investments made by any of the Borrower Parties (other than the Foreign Subsidiaries) after the Agreement Date shall also be treated as additional Collateral and shall be subject to the provisions of appropriate Security Documentstransaction. Any document, agreement or instrument executed or issued pursuant to this Section 5.14 5.13 shall be a "Security Document" and a "Loan Document" for purposes of this Agreement.

Covenants Regarding Formation of Subsidiaries. and the Making of Investments and Acquisitions. At the time of any Acquisition by the Borrower or any of the Borrower Partiesits Subsidiaries, or the formation of any new Subsidiary of the Borrower or of any of the Borrower Partiesits Subsidiaries, the Borrower will, and will cause each of the other Borrower Partiesits Subsidiaries, as applicable, to (a) (other than in the case of the Foreign Subsidiariesformation or Acquisition of a new Subsidiary, (a) provide to the Administrative Collateral Agent a duly executed supplement to the Subsidiary Security Agreement for such new Subsidiary (other than any new Foreign Westower Subsidiary), together with appropriate UCC-1 financing statements, (b) (other than in the case of the Foreign Subsidiaries), provide to the Administrative Agent as well as a duly executed supplement to the Subsidiary Guaranty for such new Subsidiary (other than any Foreign Westower Subsidiary), which shall constitute both Security Documents and Loan Documents for purposes of this Agreement, as well as a loan certificate for any such new Subsidiary, substantially in the form of Exhibit V Z attached hereto, together with appropriate attachments thereto; (c) (other than in the case of the Foreign Subsidiariesb) pledge to the Administrative Collateral Agent all (or in the case of the Foreign Subsidiaries, sixty-six percent (66%)) of the Equity Interests Capital Stock (or other instruments or securities evidencing ownership) of any such Subsidiary or Person (other than the Foreign Westower Subsidiaries, in which case the pledge shall be of sixty-five percent (65%) (or in the case of Westower Highlight Do Brazil, sixty percent (60%)) of the Capital Stock of each such Subsidiary) which is acquired or formed, beneficially owned by the Borrower or any of the Borrower Parties Borrower's Subsidiaries, as the case may be, as additional Collateral for the Senior Obligations to be held by the Administrative Collateral Agent in accordance with the terms of the Borrower Pledge Agreement or the Subsidiary Pledge Agreement, as applicable, and execute and deliver to the Administrative Collateral Agent all such documentation for such pledge (including, without limitation, a supplement to the Subsidiary Pledge Agreement, original stock certificates representing the pledged Equity Interests and corresponding certificate powers duly executed in blankstock powers) as, in the reasonable opinion of the Administrative Collateral Agent, is appropriate; and (dc) provide all other documentation, including, without limitation, an Intellectual Property a Trademark Security Agreement or any other security agreement covering any additional intellectual property obtained by the Borrower or such Borrower Party Subsidiary (other than in the case of the any Foreign SubsidiariesWestower Subsidiary), additional UCC-1 financing statements, and one or more opinions of counsel reasonably satisfactory to the Administrative Collateral Agent which in the reasonable opinion of the Administrative Collateral Agent is appropriate with respect to such Acquisition or the formation of such new Subsidiary. In addition, if Investments made by the Borrower or any of the its Subsidiaries of the Borrower (other than the Foreign Subsidiaries) shall at any time obtain any interest in any registered patent, trademark or copyright, or application for any of the foregoing, the Borrower or the applicable Subsidiary shall, as soon as reasonably practicable thereafter, execute and deliver to the Administrative Agent an Intellectual Property Security Agreement (or amendment thereto), such UCC-1 financing statements and one or more opinions of counsel reasonably satisfactory to the Administrative Agent which in the reasonable opinion of the Administrative Agent is appropriate for the pledge of such interests to the Administrative Agent. Investments made by any of the Borrower Parties (other than the Foreign Subsidiaries) after the Agreement Date shall also be treated as additional Collateral and shall be subject to the provisions of appropriate Security Documents. Any document, agreement or instrument executed or issued pursuant to this Section 5.14 6.16 shall be a "Security Document" and a "'Loan Document" ' for purposes of this Agreement. Notwithstanding anything to the contrary contained herein, upon the reasonable request of the Borrower, Collateral Agent may, in its sole discretion without consultation with the Majority Lenders, release any or all the Collateral pledged to it in connection with the NTA Investment to the extent that such Collateral does not represent a substantial portion of the Collateral for the Senior Loans taken as a whole." 7. Amendment to Section 7.4. Section 7.4 of the Credit Agreement, Performance Certificates, is hereby deleted in its entirety and the following substituted in lieu thereof:

Covenants Regarding Formation of Subsidiaries. and the Making of Investments and Acquisitions. At the time of any Acquisition by any of the Borrower Partiespermitted or consented to hereunder, or the formation of any new Subsidiary of the Borrower or of any of the Borrower PartiesBorrower's Subsidiaries which is permitted (or consented to) under this Agreement, the Borrower will, and will cause each of the other Borrower Partiesits Subsidiaries, as applicableappropriate, to (a) (other than in the case of the Foreign Subsidiaries) formation or Acquisition of a new Subsidiary, provide to the Administrative Agent a duly an executed supplement to the Subsidiary Security Agreement for any such new Subsidiary, in substantially the form of Exhibit L attached hereto, together with appropriate UCC-1 financing statements, (b) (other than in the case of the Foreign Subsidiaries), provide to the Administrative Agent a duly as well as an executed supplement to the Subsidiary Guaranty for such new Subsidiary, in substantially the form of Exhibit K attached hereto, which shall constitute both Security Documents and Loan Documents for purposes of this Agreement, as well as a loan certificate for any such new Subsidiary, substantially in the form of Exhibit V P attached hereto, together with appropriate attachments theretoattachments; (cb) (other than in the case of any Acquisition or the Foreign Subsidiaries) formation of any new Subsidiary, provide to the Administrative Agent an executed pledge agreement, in form and substance satisfactory to the Administrative Agent and the Documentation Agent, pledging to the Administrative Agent all (or in the case of the Foreign Subsidiaries, sixty-six percent (66%)) of the Equity Interests stock (or other instruments or securities evidencing ownership) of any such Subsidiary or Person which is acquired or formed, beneficially owned by the Borrower or any of the Borrower Parties or any of its 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 Pledge Agreement or the Subsidiary Pledge Agreement, as applicableObligations, and execute and deliver to the Administrative Agent all such additional documentation for such pledge (including, without limitation, a supplement to the Subsidiary Pledge Agreement, original certificates representing the pledged Equity Interests and corresponding certificate powers duly executed in blank) as, in the reasonable opinion of the Administrative Agent and the Documentation Agent, is appropriate; and (dc) in any case, provide all other documentation, including, without limitation, an Intellectual Property Security Agreement or any other security agreement covering any additional intellectual property obtained by such Borrower Party (other than in the case of the Foreign Subsidiaries), additional UCC-1 financing statements, and one or more opinions of counsel reasonably satisfactory to the Administrative Agent and the Documentation Agent which in the reasonable its opinion of the Administrative Agent is appropriate with respect to such Acquisition or the formation of such new Subsidiary. In addition, if Investments made by the Borrower or any of the its Subsidiaries of the Borrower (other than the Foreign Subsidiaries) shall at any time obtain any interest in any registered patent, trademark or copyright, or application for any of the foregoing, the Borrower or the applicable Subsidiary shall, as soon as reasonably practicable thereafter, execute and deliver to the Administrative Agent an Intellectual Property Security Agreement (or amendment thereto), such UCC-1 financing statements and one or more opinions of counsel reasonably satisfactory to the Administrative Agent which in the reasonable opinion of the Administrative Agent is appropriate for the pledge of such interests to the Administrative Agent. Investments made by any of the Borrower Parties (other than the Foreign Subsidiaries) after the Agreement Date shall also be treated as additional Collateral and shall be subject to the provisions of appropriate Security Documents. Any agreement or instrument executed or issued pursuant to this Section 5.14 shall be a "Security Document" and a "Loan Document" for purposes of this Agreement.Any