Common use of Creation/Acquisition of Subsidiaries Clause in Contracts

Creation/Acquisition of Subsidiaries. In the event any Issuer or any Subsidiary (including for the avoidance of doubt, the Operating Company) of any Issuer creates or acquires any Subsidiary after the Closing Date that is not an Excluded Subsidiary, Issuer or such Subsidiary shall promptly notify the Purchasers of such creation or acquisition, and Issuer or such Subsidiary shall take all actions reasonably requested by the Purchasers in writing to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause such New Subsidiary, if such New Subsidiary is organized under the laws of the United States, to become a secured guarantor with respect to the Obligations; and (ii) to grant and pledge to Collateral Agent (for the ratable benefit of the Secured Parties) a perfected security interest in (x) one hundred percent (100%) of the stock, units or other evidence of ownership held by Issuer or its Subsidiaries of any such New Subsidiary which is organized under the laws of the United States, and (y) no more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding equity interests, membership units, or other securities owned by Issuer or any Guarantor of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, if adverse tax consequences would result from the pledge of one hundred percent (100%) of such equity interests (provided that the Collateral shall include one hundred percent (100%) of the issued and outstanding non-voting equity interests of such Foreign Subsidiary); provided, that any Person who guarantees any Indebtedness incurred by Issuer pursuant to any Junior Indebtedness (or, in the case of each of the preceding clauses (i) and (ii), any Permitted Refinancing Indebtedness thereof) shall be required to become a Guarantor hereunder.

Creation/Acquisition of Subsidiaries. In the event any Issuer Borrower, or any Subsidiary (including for the avoidance of doubt, the Operating Company) of any Issuer its Subsidiaries creates or acquires any Subsidiary after the Closing Date that is not an Excluded Subsidiary, Issuer Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary shall promptly notify to become a co-Borrower hereunder or to guarantee the Purchasers Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such creation Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or acquisitionits Subsidiary, as applicable) shall grant and Issuer pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares; provided, however, that solely in the circumstance in which Borrower or such any Subsidiary shall take all actions reasonably requested creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Purchasers in writing to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): Required Lenders, (i) such Foreign Subsidiary shall not be required to cause guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such New Foreign Subsidiary, if such New Subsidiary is organized under the laws of the United States, to become a secured guarantor with respect to the Obligations; and (ii) Borrower shall not be required to grant and pledge to Collateral Agent (Agent, for the ratable benefit of the Secured Parties) Lenders, a perfected security interest in (x) one hundred percent (100%) of the stock, units or other evidence of ownership held by Issuer or its Subsidiaries of any such New Subsidiary which is organized under the laws of the United States, and (y) no more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding equity interestsShares of such Foreign Subsidiary, membership units, or other securities owned by Issuer or any Guarantor if Borrower demonstrates to the reasonable satisfaction of any Collateral Agent that such Foreign Subsidiary which shares entitle the holder thereof to vote for directors providing such guarantee or any other matter, if adverse tax consequences would result from the pledge of one hundred and security interest or Borrower providing a perfected security interest in more than sixty-five percent (100%) of such equity interests (provided that the Collateral shall include one hundred percent (10065%) of the issued Shares would create a present and outstanding non-voting equity interests of such Foreign Subsidiary); provided, that any Person who guarantees any Indebtedness incurred by Issuer pursuant existing adverse tax consequence to any Junior Indebtedness (or, in Borrower under the case of each of the preceding clauses (i) and (ii), any Permitted Refinancing Indebtedness thereof) shall be required to become a Guarantor hereunderU.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof. in the event any Issuer Borrower or any Subsidiary (including for the avoidance of doubt, the Operating Company) of any Issuer creates or acquires any Subsidiary after the Closing Date that is not an Excluded Subsidiary, Issuer or Borrower and such Subsidiary shall promptly notify Bank of the Purchasers creation or acquisition of such creation or acquisitionnew Subsidiary and, and Issuer or at Bank’s request, in its sole discretion, take all such action as may be reasonably required by Bank to cause each such Subsidiary shall take all actions reasonably requested by the Purchasers to, in writing to achieve any of the following with respect to such “New Subsidiary” (defined as Bank’s sole discretion, become a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause such New Subsidiary, if such New Subsidiary is organized co-Borrower or Guarantor under the laws of the United States, to become Loan Documents and grant a secured guarantor with respect continuing pledge and security interest in and to the Obligationsassets of such Subsidiary (substantially as described on Exhibit A hereto); and (ii) to Borrower shall grant and pledge to Collateral Agent (for the ratable benefit of the Secured Parties) Bank a perfected security interest in (x) one hundred percent (100%) of the stock, units or other evidence of ownership held by Issuer of each Subsidiary. Notwithstanding the foregoing, in the event that (i) adding any Foreign Subsidiary as a co-Borrower or its Subsidiaries Guarantor, (ii) causing any Foreign Subsidiary to xxxxx x Xxxx in favor of any such New Subsidiary which is organized under Bank to secure the laws of the United States, and Obligations or (yiii) no more pledging greater than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding equity interests, membership units, or other securities owned by Issuer or any Guarantor stock of any a Foreign Subsidiary which shares entitle would result in a material net increase in tax liability for Borrower and such Foreign Subsidiary taken as a whole (taking into account (A) any applicable offsets related to credits for the holder thereof underlying foreign income taxes in the case of additional US income taxes required to vote for directors or any other matterbe paid as a result of a deemed dividend and (B) the application of net operating loss carry forwards, if adverse tax consequences would result from any), then such Foreign Subsidiary shall, not be required to take the applicable action referred to in Clauses (i) (ii) or (iii) above. For the avoidance of doubt, a pledge of sixty-five percent (65%) of the stock of each Foreign Subsidiary shall be required in the event that a pledge of one hundred percent (100%) of such equity interests (provided that would result in a material net increase in tax liability as described in the Collateral shall include one hundred percent (100%) of the previous sentence. Any document, agreement, or instrument executed or issued and outstanding non-voting equity interests of such Foreign Subsidiary); provided, that any Person who guarantees any Indebtedness incurred by Issuer pursuant to any Junior Indebtedness (or, in the case of each of the preceding clauses (i) and (ii), any Permitted Refinancing Indebtedness thereof) this Section 6.12 shall be required to become a Guarantor hereunderLoan Document.

Creation/Acquisition of Subsidiaries. In the event any Issuer Borrower, or any Subsidiary (including for the avoidance of doubt, the Operating Company) of any Issuer its Subsidiaries creates or acquires any Subsidiary after the Closing Date that is not an Excluded Subsidiary, Issuer Borrower shall provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary shall promptly notify the Purchasers of such creation or acquisition, and Issuer or such Subsidiary shall take all actions reasonably requested by the Purchasers in writing to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause such New Subsidiary, if such New Subsidiary is organized under the laws of the United States, to become a secured guarantor with respect co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the Obligationsassets of such Subsidiary (substantially as described on Exhibit A hereto); and Borrower (iior its Subsidiary, as applicable) to shall grant and pledge to Collateral Agent (Agent, for the ratable benefit of the Secured Parties) Lenders, to secure payment and performance of the Obligations a perfected security interest in (x) one hundred percent (100%) of the stock, units or other evidence of ownership held by Issuer of each such newly created Subsidiary, provided, however, that in the case of a Foreign Subsidiary (excluding Anaptys Australia) Borrower (or its Subsidiaries of any such New domestic Subsidiary which is organized under the laws owner of the United States, and (ysuch Foreign Subsidiary) no shall not be required to pledge or grant a security interest in more than sixty-sixty five percent (65%) of the presently existing and hereafter arising issued and outstanding equity interests, membership units, or other securities owned by Issuer or any Guarantor of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, if adverse tax consequences would result from the pledge of one hundred percent (100%) of such equity interests (provided that the Collateral shall include one hundred percent (100%) of the issued and outstanding non-voting equity interests of such Foreign Subsidiary); provided, that any Person who guarantees any Indebtedness incurred by Issuer pursuant to any Junior Indebtedness Subsidiary (or, in the case of each of the preceding clauses (iexcluding Anaptys Australia) and no assets of such Foreign Subsidiary (ii), any Permitted Refinancing Indebtedness thereofexcluding Anaptys Australia) shall be required to become be pledged or subject to a Guarantor hereundersecurity interest hereunder if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and security interest or Borrower providing a perfected security interest in more than sixty five percent (65%) of the outstanding equity securities would create a present and existing adverse tax consequence to Borrower under the U.S. Internal Revenue Code.”

Creation/Acquisition of Subsidiaries. In the event any Issuer or any Subsidiary (including for the avoidance of doubt, the Operating Company) of any Issuer creates or acquires any Subsidiary after the Closing Effective Date that is not an Excluded Subsidiary, Issuer or such Subsidiary shall promptly notify the Purchasers of such creation or acquisition, and Issuer or such Subsidiary shall take all actions reasonably requested by the Purchasers in writing to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause such New Subsidiary, if such New Subsidiary is organized under the laws of the United States, to become a secured guarantor with respect to the Obligations; and (ii) to grant and pledge to Collateral Agent (for the ratable benefit of the Secured Parties) a perfected security interest in (x) one hundred percent (100%) of the stock, units or other evidence of ownership held by Issuer or its Subsidiaries of any such New Subsidiary which is organized under the laws of the United States, and (y) no more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding equity interests, membership units, or other securities owned by Issuer or any Guarantor of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, if adverse tax consequences would result from the pledge of one hundred percent (100%) of such equity interests (provided that the Collateral shall include one hundred percent (100%) of the issued and outstanding non-voting equity interests of such Foreign Subsidiary); provided, that any Person who guarantees any Indebtedness incurred by Issuer pursuant to (i) the Existing Notes or (ii) any Junior Indebtedness (or, in the case of each of the preceding clauses (i) and (ii), any Permitted Refinancing Indebtedness thereof) shall be required to become a Guarantor hereunder.

Creation/Acquisition of Subsidiaries. In the event any Issuer Borrower or any Subsidiary (including for the avoidance of doubt, the Operating Company) of any Issuer creates or acquires any Material Subsidiary after the Closing Date that is not an Excluded SubsidiaryDate, Issuer or Borrower and such Subsidiary shall promptly notify Bank of the Purchasers creation or acquisition of such new Material Subsidiary and take all such action as may be reasonably required by Bank to cause each such Material Subsidiary (other than a Foreign Subsidiary the result of which would create adverse tax consequences to Borrower), whether a Material Subsidiary at the time of creation or acquisitionacquisition or thereafter, and Issuer or such Subsidiary shall take all actions reasonably requested by to guarantee the Purchasers in writing to achieve any Obligations of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause such New Subsidiary, if such New Subsidiary is organized Borrower under the laws of the United States, to become Loan Documents and grant a secured guarantor with respect to the Obligations; continuing pledge and (ii) to grant and pledge to Collateral Agent (for the ratable benefit of the Secured Parties) a perfected security interest in the stock, units or other evidence of ownership of each of its Subsidiaries (x) one hundred whether foreign or domestic, but limited, in the case of Foreign Subsidiaries, to a pledge of sixty five percent (10065%) of the stock, units or other evidence of ownership held by Issuer or its Subsidiaries of such Foreign Subsidiary to the extent that the pledge of any greater percentage would result in material adverse tax consequences to such New Subsidiary which is organized under the laws of the United StatesGuarantor), and Borrower shall grant and pledge to Bank a perfected security interest in the stock, units or other evidence of ownership of each such Material Subsidiary (y) no more than sixty-whether foreign or domestic, but limited, in the case of Foreign Subsidiaries, to a pledge of sixty five percent (65%) of the presently existing and hereafter arising issued and outstanding equity interestsstock, membership units, units or other securities owned by Issuer or any Guarantor evidence of ownership of such Foreign Subsidiary to the extent that the pledge of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, if greater percentage would result in material adverse tax consequences would result from to Borrower). Notwithstanding the pledge of one hundred percent (100%) of such equity interests (provided that the Collateral foregoing, this Section 6.11 shall include one hundred percent (100%) not apply to any existing Subsidiary of the issued and outstanding non-voting equity interests of such Foreign Subsidiary); provided, that any Person who guarantees any Indebtedness incurred by Issuer pursuant to any Junior Indebtedness (or, in the case of each Borrower existing as of the preceding clauses (i) Closing Date and (ii), any Permitted Refinancing Indebtedness thereof) shall be required only apply to become a Guarantor hereunderSubsidiaries of the Borrower created or acquired after the Closing Date.

Creation/Acquisition of Subsidiaries. In the event any Issuer or any Subsidiary (including for the avoidance of doubt, the Operating Company) of any Issuer creates or acquires any Subsidiary after the Closing Date that is not an Excluded Subsidiary, Issuer or such Subsidiary shall promptly notify the Purchasers of such creation or acquisition, and Issuer or such Subsidiary shall take all actions reasonably requested by the Purchasers in writing to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause such New Subsidiary, if such New Subsidiary is organized under the laws of the United States, to become a secured guarantor with respect to the Obligations; and (ii) to grant and pledge to Collateral Agent (for the ratable benefit of the Secured Parties) a perfected security interest in (x) one hundred percent (100%) of the stock, units or other evidence of ownership held by Issuer or its Subsidiaries of any such New Subsidiary which is organized under the laws of the United States, and (y) no more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding equity interests, membership units, or other securities owned by Issuer or any Guarantor of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, if adverse tax consequences would result from the pledge of one hundred percent (100%) of such equity interests (provided that the Collateral shall include one hundred percent (100%) of the issued and outstanding non-voting equity interests of such Foreign Subsidiary); provided, that any Person who guarantees any Indebtedness incurred by Issuer pursuant to any Junior Indebtedness (or, in ASIA-DOCS\12847562.6 DRAFT 076267-0001 the case of each of the preceding clauses (i) and (ii), any Permitted Refinancing Indebtedness thereof) shall be required to become a Guarantor hereunder.

Creation/Acquisition of Subsidiaries. In the event any Issuer Borrower or any Subsidiary (including for the avoidance of doubt, the Operating Company) of any Issuer Borrower creates or acquires any Subsidiary after the Closing Date that is not an Excluded SubsidiaryEffective Date, Issuer Borrower or such Subsidiary shall promptly notify the Purchasers Collateral Agent and the Lenders of such creation or acquisition, and Issuer Borrower or such Subsidiary shall take all actions reasonably requested by the Purchasers in writing Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause such New Subsidiary, if such New Subsidiary is organized under the laws of the United States, to become either a co-Borrower hereunder, or a secured guarantor with respect to the Obligations; and (ii) to grant and pledge to Collateral Agent (for the ratable benefit of the Secured Parties) a perfected security interest in (x) one hundred percent (100%) % of the stock, units or other evidence of ownership held by Issuer Borrower or its Subsidiaries of any such New Subsidiary. Notwithstanding the foregoing, in the event that any such New Subsidiary which is organized under a Foreign Subsidiary and the laws foregoing provisions of the United Statesthis Section 6.10 would result in adverse tax consequences for Borrower, and (y) no more than Borrower may elect instead to pledge sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding equity interests, membership units, or other securities interests owned by Issuer or Borrower in any Guarantor of any such Foreign Subsidiary which shares equity interests entitle the holder thereof to vote for directors or any other matter, if adverse tax consequences would result from the pledge of one hundred percent (100%) of such equity interests (provided that the Collateral Borrower shall include pledge one hundred percent (100%) of the issued and outstanding non-voting equity interests of such Foreign Subsidiary); provided. Notwithstanding anything to the contrary herein, that any Person who guarantees any Indebtedness incurred by Issuer pursuant the MSC Subsidiary shall not be subject to any Junior Indebtedness (or, in the case of each of the preceding clauses (i) and (ii), any Permitted Refinancing Indebtedness thereof) shall be required to become a Guarantor hereunderthis Section 6.10.