Common use of Formation or Acquisition of Subsidiaries Clause in Contracts

Formation or Acquisition of Subsidiaries. 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 (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (c) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance satisfactory to Bank in its reasonable discretion (provided that in no event shall more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter be pledged if the pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year), and (d) provide to Bank all other documentation in form and substance satisfactory to Bank in its reasonable discretion, 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 6.9 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. 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 (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (c) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance satisfactory to Bank in its reasonable discretion (provided that in no event shall more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter be pledged if the pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year), and (d) provide to Bank all other documentation in form and substance satisfactory to Bank in its reasonable discretion, 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 6.9 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or Subsidiary, acquires any direct or indirect Subsidiary after the Effective Date or if in Bank’s reasonable credit judgment with respect to any Subsidiary existing on the Effective Date, Borrower and such Guarantor shall (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan this Agreement to cause such Domestic Subsidiary to become a co-borrower hereunderborrower, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (cb) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance reasonably satisfactory to Bank in its reasonable discretion (provided that in no event shall more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter be pledged if the pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year), Bank; and (dc) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank in its reasonable discretionBank, including one or more opinions of counsel reasonably satisfactory to Bank, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above; provided however that in no event shall Borrower or any Guarantor be required to comply with any of the foregoing in respect of a Subsidiary (including without limitation, Upwork Escrow Inc.) that is subject to regulation of any internet escrow, regulator, money transmission regulator, trust company regulator or similar Governmental Authority, including without limitation the State of California’s Department of Business Oversight to the extent compliance would not permitted by such regulation. Any document, agreement, or instrument executed or issued pursuant to this Section 6.9 6.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 5.4 and 7.7 5.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Original Closing Date, Borrower and such Guarantor shall (a) notify Bank Lenders in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretionLenders’ request, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank Lenders a joinder to the Loan this Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreementscontrol agreements, all in form and substance satisfactory to Bank Lenders in its reasonable discretion (including being sufficient to grant Bank Lenders a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (c) provide to Bank Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance satisfactory to Bank Lenders in its reasonable discretion (provided that in no event shall more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter be pledged if the pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year), and (d) provide to Bank Lenders all other documentation in form and substance satisfactory to Bank Lenders in its their reasonable discretion, 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 6.9 4.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the generality of 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 Restatement Date, including any Subsidiary organized under the laws of Canada or any province thereof, Borrower shall give prior written notice to Bank thereof, and, upon Bank’s written request, shall (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a secured guaranty or joinder to the Loan this Agreement to cause such Domestic Subsidiary to become a guarantor or co-borrower hereunder, together with such appropriate financing statements and/or Control Agreementscontrol agreements, all in form and substance reasonably satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (cb) provide to Bank appropriate certificates and powers and financing statementspowers, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign Subsidiary, as applicableto the extent constituting Collateral, in form and substance reasonably satisfactory to Bank in its reasonable discretion (provided that in no event shall more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter be pledged if the pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year)Bank, and (dc) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank in its reasonable discretionBank, which in its opinion is reasonably appropriate with respect to the execution and delivery of the applicable documentation referred to above. To the extent such Subsidiary bills customers directly, within sixty (60) days of the date of formation of any such Subsidiary (to the extent not previously delivered), Borrower shall enter into a pledge agreement in form and substance acceptable to Bank with respect to the pledge of all Equity Interests of such Subsidiary constituting Collateral hereunder. Notwithstanding the foregoing, no joinder or secured guaranty shall be required of any Subsidiary, to the extent such joinder or guaranty would result in a material adverse tax consequence to Borrower, as determined by Borrower in good faith. Any document, agreement, or instrument executed or issued pursuant to this Section 6.9 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that within thirty (30) days after Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective DateDate (including, without limitation, pursuant to a Division), Borrower shall (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan this Agreement to cause such Domestic Subsidiary to become a co-borrower hereunderor Guarantor hereunder (to be determined by Bank in its sole discretion), together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (cb) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or (or, if such new Subsidiary is a Foreign Subsidiary, as applicable, in form and substance satisfactory such pledge shall be limited to Bank in its reasonable discretion sixty-five percent (provided that in no event shall more than 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 matter, but only if pledging greater than sixty-five percent (65%) of such stock of such Foreign Subsidiary would result in a material net increase in tax liability for Borrower and such Foreign Subsidiary taken as a whole (taking into account (i) any applicable offsets related to credits for the underlying foreign income taxes in the case of additional US income taxes required to be pledged if the pledge paid as a result of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during deemed dividend and (ii) the subject fiscal yearapplication of net operating loss carry forwards, if any)), in form and substance satisfactory to Bank in its reasonable discretion, and (dc) provide to Bank all other documentation in form and substance satisfactory to Bank in its reasonable discretion, 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 6.9 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 6.3 and 7.7 6.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective DateDate (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan this Agreement to cause such Domestic Subsidiary to become a co-borrower hereunderhereunder or a guaranty to become a Guarantor hereunder (as determined by Bank in its sole discretion), together with such appropriate financing statements and/or Control Agreementsdocumentation, all in form and substance reasonably satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (cb) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance reasonably satisfactory to Bank Bank; provided, however, if Borrower can demonstrate to Bank’s satisfaction that pledging in its reasonable discretion excess of sixty-five percent (provided that in no event shall more than 65% %) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter be pledged if the pledge of a greater amount would cause Borrower an adverse tax consequences under Internal Revenue Code Section 956 consequence for Borrower or any successor statute during such new Foreign Subsidiary, then Borrower shall be required to pledge only sixty-five percent (65%) of the subject fiscal year)stock of such newly created Foreign Subsidiary and the applicable Foreign Subsidiary shall not be required to become a co-Borrower or Guarantor hereunder, and (dc) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank in its reasonable discretionBank, 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 6.9 5.14 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan this Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (cb) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance reasonably satisfactory to Bank; provided, that with respect to any Foreign Subsidiary, in the event that Borrower and Bank mutually agree that (i) the grant of a continuing pledge and security interest in its reasonable discretion and to the assets of any such Foreign Subsidiary, (provided that in no event shall more than 65% ii) the guaranty of the presently existing and hereafter arising issued and outstanding shares Obligations of capital stock owned the Borrower by any such Foreign Subsidiary and/or (iii) the pledge by Borrower of any a perfected security interest in one hundred percent (100%) of the stock, units or other evidence of ownership of each Foreign Subsidiary which shares entitle the holder thereof Subsidiary, would reasonably be expected to vote for directors or any other matter be pledged if the pledge of have a greater amount would cause Borrower material adverse tax consequences under Internal Revenue Code Section 956 effect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or any successor statute during the subject fiscal year), other evidence of ownership of such Foreign Subsidiary; and (dc) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank in its reasonable discretionBank, including one or more opinions of counsel reasonably satisfactory to Bank, 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 6.9 6.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, (i) at the any time that Borrower Ultimate Parent or any of its Domestic Subsidiaries forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Subsidiary Domestic Subsidiary, in each case, other than an Immaterial Subsidiary, after the Effective DateDate (including, Borrower shall without limitation, pursuant to a Division), the Credit Parties shall, (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan Agreement Documents to cause such Domestic Subsidiary to become a co-borrower hereunderCredit Party hereunder or a Guarantor of the obligations of Borrower hereunder (as determined by Bank in its reasonable discretion), together with such appropriate financing statements and/or Control Agreementsdocuments, all in form and substance reasonably satisfactory to Bank in its reasonable discretion (including being sufficient Bank, necessary to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets any Collateral of such newly formed or acquired Domestic Subsidiary), (b) provide to Bank such amendment(s) to the Loan Documents to cause the pledge of 100% of the capital stock of such Domestic Subsidiary as Collateral and deliver to Bank appropriate an stock certificates, stock powers, and financing statements pledging 100% of the capital stock of such Domestic Subsidiary and (c) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign Subsidiary, as applicableBank, in form and substance reasonably satisfactory to Bank in its reasonable discretion (provided that in no event shall more than 65% Bank, any officers’ certificates, resolutions and financing statements and, if requested by Bank, opinions of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter be pledged if the pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year), and (d) provide to Bank all other documentation in form and substance counsel reasonably satisfactory to Bank in its reasonable discretionBank, which in its Bank’s opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveabove and (ii) at any time that Ultimate Parent or any of its Domestic Subsidiaries forms any direct or indirect Foreign Subsidiary or acquires any direct or indirect Foreign Subsidiary, in each case, other than an Immaterial Subsidiary, after the Effective Date (including, without limitation, pursuant to a Division), the Credit Parties shall, provide to Bank such amendment(s) to the Loan Documents to cause the pledge of 66% of the voting capital stock of such Foreign Subsidiary owned by Ultimate Parent or a Domestic Subsidiary of Ultimate Parent, in each case, other than an Immaterial Subsidiary, as Collateral and deliver to Bank appropriate stock certificates and stock powers (if certificated), and financing statements pledging 66% of the voting capital stock of such Foreign Subsidiary. Any document, agreement, or instrument executed or issued pursuant to this Section 6.9 6.12 shall be a Loan Document. Notwithstanding the foregoing, in the event that the Credit Parties make an Investment in any Non-Wholly-Owned Subsidiary, the Credit Parties shall not be required to comply with the provisions of this Section 6.12; provided, however, that at no time shall the aggregate amount of all such Investments in Non-Wholly-Owned Subsidiaries exceed Ten Million Dollars ($10,000,000).”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting Upon the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time formation or acquisition by any Loan Party of any Subsidiary that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect is not an Excluded Subsidiary after the Effective DateClosing Date (or when a prior Excluded Subsidiary ceases to constitute an Excluded Subsidiary hereunder), Borrower within thirty (30) days of such formation or the consummation of such acquisition (or within thirty (30) days of the date such prior Excluded Subsidiary ceases to constitute an Excluded Subsidiary hereunder) (or such later date as permitted by Agent in its sole discretion), the Loan Parties shall (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide execute and deliver to Bank a joinder Agent an Acquired Financed Loan Party Guaranty and Security Agreement or an Acquired Non-Financed Party Guaranty and Security Agreement, as applicable, in each case in form and substance reasonably satisfactory to the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower hereunderAgent, together with such other security documents, as well as appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank in its reasonable discretion Agent (including being sufficient to grant Bank a first priority an Agent Lien (subject to Permitted LiensLiens and with the priority called for by this Agreement) in and to the applicable assets of such newly formed or acquired Domestic Subsidiary)) which Lien is granted by such Subsidiary in favor of Agent, on behalf of the Lender Group, under any of the Loan Documents, (cb) provide provide, or cause the applicable Loan Party to Bank provide, to Agent a pledge agreement (or addendum to the applicable Guaranty and Security Agreement) and appropriate certificates and powers and or financing statements, as applicable pledging all of the direct or beneficial ownership interest in any such new Domestic each Subsidiary or Foreign Subsidiarythat is an Acquired Financed Loan Party, as applicable, each in form and substance reasonably satisfactory to Bank Agent, and (c) provide to Agent all other customary documentation, including, to the extent reasonably requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent which in its reasonable discretion (provided that in no event shall more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter be pledged if the pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year), and (d) provide to Bank all other documentation in form and substance satisfactory to Bank in its reasonable discretion, 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 6.9 6.11, or Section 6.13 shall be constitute a Loan Document.Document 6.12

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective DateDate (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank Lenders a joinder to the Loan this Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion Agent and Lenders (including being sufficient to grant Bank Lenders a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (cb) provide to Bank Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary (provided that if Borrower can demonstrate to Agent and the Lenders’ satisfaction that pledging in excess of sixty-five percent (65%) of the stock of any new Foreign Subsidiary would cause an adverse tax consequence for Borrower or such newly created/acquired Foreign Subsidiary, as applicableBorrower shall be required to pledge only sixty-five percent (65%) of the stock of such Foreign Subsidiary), in form and substance reasonably satisfactory to Bank in its reasonable discretion (provided that in no event shall more than 65% of the presently existing Agent and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter be pledged if the pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year), Lenders; and (dc) provide to Bank Lenders all other documentation in form and substance satisfactory to Bank in its reasonable discretionAgent and Lenders, including one or more opinions of counsel satisfactory to Lenders, 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 6.9 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections Section 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 (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan this Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder, hereunder together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (cb) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank, which in its reasonable discretion (provided that 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 6.13 shall be a Loan Document. Notwithstanding anything to the contrary, in no event shall (a) any Foreign Subsidiary be required to become a Borrower or Guarantor hereunder or to gxxxx x Xxxx in its assets or (b) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter be pledged if pledged, in each case to the pledge of a greater amount extent that same would cause any Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year), and (d) provide to Bank all other documentation in form and substance satisfactory to Bank in its reasonable discretion, 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 6.9 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at 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) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (cb) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance satisfactory to Bank in its reasonable discretion (provided that in no event shall more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter be pledged if the pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year)Bank, and (dc) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to Bank (provided that opinions of counsel shall not be required in its reasonable discretionthe case of newly formed Subsidiaries or acquired Subsidiaries where the purchase price is less than $1,000,000), which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above; provided, that, if a Subsidiary that is so formed or acquired is a Foreign Subsidiary and if Administrative Borrower can reasonably demonstrate to Bank that causing such Foreign Subsidiary to become a co-borrower hereunder, the granting of a Lien in the assets of such Foreign Subsidiary, or the pledge of more than 65% of the voting power of all classes of capital stock of such Foreign Subsidiary would result in a material increase in the tax liability of Borrower (with respect to an acquired Foreign Subsidiary, based on the amount of pre-tax income at the time of such acquisition and the amount of projected pre-tax income), then Borrower shall not be required to cause such Foreign Subsidiary to become a co-borrower hereunder or to xxxxx x Xxxx in the assets of such Foreign Subsidiary and such pledge (or other appropriate security document) shall be limited to 65% of the voting power of all classes of capital stock of such Foreign Subsidiary entitled to vote. Any document, agreement, or instrument executed or issued pursuant to this Section 6.9 6.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. 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 Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date, Borrower shall (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (cb) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance satisfactory to Bank in its reasonable discretion (provided that in no event shall more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter be pledged if the pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year)Bank, and (dc) provide to Bank all other documentation in form and substance satisfactory to Bank which in its reasonable discretionopinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. 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 Foreign Subsidiary or acquires any direct or indirect Foreign Subsidiary after the Effective Date, Borrower shall (x) provide to Bank appropriate certificates and powers and financing statements, pledging sixty-six percent (66%) of the direct or beneficial ownership interest in such new Foreign Subsidiary, in form and substance satisfactory to Bank, and (y) provide to Bank all other documentation in form and substance satisfactory to Bank 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 6.9 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower forms any majority-owned direct or indirect Subsidiary or Subsidiary, Borrower acquires any majority-owned direct or indirect Subsidiary after the Effective Date, or an Immaterial Subsidiary becomes a Material Subsidiary, Borrower shall shall, upon Bank’s reasonable request, (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic (other than any Foreign Subsidiary or any Immaterial Subsidiary) or Material Subsidiary to provide to Bank a joinder to the Loan this Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (cb) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign (other than an Immaterial Subsidiary, as applicable), in form and substance satisfactory to Bank in its reasonable discretion Bank, provided that, Borrower shall pledge sixty-five percent (provided that in no event shall more than 65% %) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower direct or beneficial ownership interest of any new Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter be pledged if the pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year)Subsidiary, and (dc) provide to Bank all other documentation in form and substance satisfactory to Bank in its reasonable discretionBank, 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 6.9 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower and such Guarantor shall (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower hereunderhereunder or Guarantor, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (cb) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance satisfactory to Bank in its reasonable discretion (provided that in no event shall more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter be pledged if the pledge of a greater amount would cause Borrower adverse tax consequences under Internal Revenue Code Section 956 or any successor statute during the subject fiscal year)Bank, and (dc) provide to Bank all other documentation in form and substance satisfactory to Bank in its reasonable discretionBank, including one or more opinions of counsel satisfactory to Bank, 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 6.9 6.12 shall be a Loan Document. In addition, in the event that any Immaterial Subsidiary at any time maintains net assets in excess of Seven Hundred Fifty Thousand Dollars ($750,000) (other than temporary amounts in excess thereof caused by cash advances for the funding of such Immaterial Subsidiary’s payroll obligations), at Bank’s discretion, Borrower shall cause such Immaterial Subsidiary to comply with this Section 6.12.

Formation or Acquisition of Subsidiaries. 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, at the election of Bank: (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (cb) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance satisfactory to Bank; provided that, prior to the occurrence of an Event of Default, with respect to any Foreign Subsidiary, in the event that Borrower and Bank mutually agree that (i) the grant of a continuing pledge and security interest in its reasonable discretion and to the assets of any such Foreign Subsidiary, (provided that in no event shall more than 65% ii) the guaranty of the presently existing and hereafter arising issued and outstanding shares Obligations of capital stock owned the Borrower by any such Foreign Subsidiary and/or (iii) the pledge by Borrower of any a perfected security interest in one hundred percent (100.0%) of the stock, units or other evidence of ownership of each Foreign Subsidiary which shares entitle the holder thereof Subsidiary, would reasonably be expected to vote for directors or any other matter be pledged if the pledge of have a greater amount would cause Borrower material adverse tax consequences under Internal Revenue Code Section 956 effect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65.0%) of the stock, units or any successor statute during the subject fiscal year), other evidence of ownership of such Foreign Subsidiary; and (dc) provide to Bank all other documentation in form and substance satisfactory to Bank in its reasonable discretionBank, including one or more opinions of counsel satisfactory to Bank, 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 6.9 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. 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 DateDate (including, without limitation, pursuant to a Division), Borrower shall (a) notify Bank in writing of the formation or acquisition of such Subsidiary; (b) promptly upon Bank’s request in Bank’s sole and absolute discretion, cause such new Subsidiary that is a Domestic Subsidiary to provide to Bank a joinder to the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank in its reasonable discretion (including being sufficient to grant Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (cb) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in any such new Domestic Subsidiary or Foreign Subsidiary, as applicable, in form and substance satisfactory to Bank; provided, that with respect to any Foreign Subsidiary, in the event that Borrower and Bank mutually agree that (i) the grant of a continuing pledge and security interest in its reasonable discretion and to the assets of any such Foreign Subsidiary, (provided that in no event shall more than 65% ii) the guaranty of the presently existing and hereafter arising issued and outstanding shares Obligations of capital stock owned the Borrower by any such Foreign Subsidiary and/or (iii) the pledge by Borrower of any a perfected security interest in one hundred percent (100%) of the stock, units or other evidence of ownership of each Foreign Subsidiary which shares entitle the holder thereof Subsidiary, would reasonably be expected to vote for directors or any other matter be pledged if the pledge of have a greater amount would cause Borrower material adverse tax consequences under Internal Revenue Code Section 956 effect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the stock, units or any successor statute during the subject fiscal year), other evidence of ownership of such Foreign Subsidiary; and (dc) provide to Bank all other documentation in form and substance satisfactory to Bank in its reasonable discretionBank, including one or more opinions of counsel satisfactory to Bank, 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 6.9 6.12 shall be a Loan Document.”