Common use of Formation or Acquisition of Subsidiaries Clause in Contracts

Formation or Acquisition of Subsidiaries. At the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall (a) in the case of a Domestic Subsidiary cause such new Domestic Subsidiary to provide to HSBC either a joinder to the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder or an executed Guaranty to cause such Domestic Subsidiary to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to HSBC (including being sufficient to grant HSBC a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (b) in case of a direct Subsidiary, provide to HSBC appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary (to the extent permitted), in form and substance satisfactory to HSBC, and (c) provide to HSBC all other documentation in form and substance satisfactory to HSBC, including one or more opinions of counsel satisfactory to HSBC, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. At Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall shall, upon Bank’s request in its sole and absolute discretion (a) in the case of a Domestic Subsidiary cause such new Subsidiary that is a Domestic Subsidiary to provide to HSBC either Bank a joinder to the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder or an executed Guaranty to cause such Domestic Subsidiary to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to HSBC Bank (including being sufficient to grant HSBC Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (b) in case of a direct Subsidiary, provide to HSBC Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary (to the extent permitted)or Foreign Subsidiary, as applicable, in form and substance satisfactory to HSBCBank (provided that in no event shall more than sixty-five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any such Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter, be required to be so pledged), and (c) provide to HSBC Bank all other documentation in form and substance satisfactory to HSBC, including one or more opinions of counsel satisfactory to HSBCBank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. At the time that Borrower any Credit Party forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date, Borrower such Credit Party shall (a) in the case of a Domestic Subsidiary cause such new Domestic Subsidiary to provide to HSBC either a Guaranty or a joinder to the Loan Guaranty, as applicable, to cause such Domestic Subsidiary to become a guarantor thereunder and a joinder to the Security Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder or an executed Guaranty to cause such Domestic Subsidiary to become a Guarantor hereunderpledgor thereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to HSBC (including being sufficient to grant HSBC a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (b) in case of a direct Subsidiary, provide to HSBC appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary (to the extent permitted)Domestic Subsidiary, in form and substance satisfactory to HSBC, and (c) provide to HSBC all other documentation in form and substance satisfactory to HSBC, including including, upon request, one or more opinions of counsel satisfactory to HSBC, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. At the time that Borrower forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date, Borrower shall (a) in the case of a Domestic Subsidiary cause such new Domestic Subsidiary to provide to HSBC either a joinder to the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder or an executed Guaranty to cause such Domestic Subsidiary to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreementsstatements, all in form and substance reasonably satisfactory to HSBC QLT (including being sufficient to grant HSBC QLT a first priority Lien (subject to (i) Permitted LiensLiens that expressly have superior priority to QLT’s Lien under this Agreement, and (ii) in the case of Permitted Liens in favor of SVB, the Subordination Agreement) in and to the assets of such newly formed or acquired Domestic SubsidiarySubsidiary (substantially as described on Exhibit A hereto)), (b) in case of a direct Subsidiary, provide to HSBC QLT appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary (to the extent permitted)Domestic Subsidiary, in form and substance satisfactory to HSBCQLT, and (c) provide to HSBC QLT all other documentation in form and substance reasonably satisfactory to HSBCQLT, including one or more opinions of counsel satisfactory to HSBCQLT, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11 6.10 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. At the time that Borrower forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date, Borrower shall (a) in the case of a Domestic Subsidiary cause such new Domestic Subsidiary to provide to HSBC either a joinder to the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder or an executed Guaranty to cause such Domestic Subsidiary to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreementsstatements, all in form and substance reasonably satisfactory to HSBC Lender (including being sufficient to grant HSBC Lender a first priority Lien (subject to (i) Permitted LiensLiens that expressly have superior priority to Lender’s Lien under this Agreement, and (ii) in the case of Permitted Liens in favor of the Subordinated Lenders, the Subordination Agreement) in and to the assets of such newly formed or acquired Domestic SubsidiarySubsidiary (substantially as described on Exhibit A hereto)), (b) in case of a direct Subsidiary, provide to HSBC Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary (to the extent permitted)Domestic Subsidiary, in form and substance reasonably satisfactory to HSBCLender, and (c) provide to HSBC Lender all other documentation in form and substance reasonably satisfactory to HSBCLender, including one or more opinions of counsel satisfactory to HSBCLender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11 6.10 shall be a Loan Document.