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, within twenty (20) Business Days (or such later time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to cause such Subsidiary to become a co-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion), together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, one or more customary 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 6.11 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, within twenty (20) Business Days (or such later at the time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder or secured 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 only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank, Bank in its reasonable discretion; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to BankBank in its reasonable discretion, including, with respect to the extent reasonably requested by Bankany Foreign Subsidiary, one or more customary opinions of counsel reasonably satisfactory to BankBank 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 6.11 5.14 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting At the negative covenants contained in Sections 7.3 and 7.7 hereof, within twenty (20) Business Days (or such later time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any material (such materiality to be determined at the discretion of Bank) direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (includingDate, without limitation, pursuant to a Division), Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement appropriate documentation to cause such Subsidiary to become a co-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion)guarantor of the Obligations, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, including one or more customary opinions of counsel reasonably satisfactory to Bank, which in its opinion is appropriate with respect to make effective the execution and delivery guaranties and/or pledges; provided that in no event shall any foreign Subsidiary be required to become a Guarantor hereunder nor shall more than 66% of the applicable documentation referred total outstanding capital stock, of any class, of any foreign Subsidiary be required to abovebe pledged hereunder. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11 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, within twenty (20) Business Days (or such later at the time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary that is not an Immaterial Subsidiary after the Effective Date (includingDate, without limitationat Bank’s sole discretion, pursuant to a Division), Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to cause Guarantee whereby such Subsidiary to become becomes a co-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion)thereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, Subsidiary to the extent constituting Collateralrequired by the Loan Documents), (b) upon request from Bank, provide to Bank appropriate certificates (if any) and powers and financing statementspowers, pledging all of the direct or beneficial ownership equity interest in such new Subsidiary, in form and substance reasonably satisfactory to BankSubsidiary owned by Borrower, and (c) provide to Bank all other documentation reasonably requested by it in connection therewith in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, including one or more customary opinions of counsel reasonably satisfactory to Bankcounsel, 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 6.14 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting At the negative covenants contained in Sections 7.3 and 7.7 hereof, within twenty (20) Business Days (or such later time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor Borrowereach Loan Party forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the First Amendment Effective Date (includingDate, without limitation, pursuant to a Division), Borrowereach Loan Party shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to cause such Domestic Subsidiary to become a co-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion)borrowerGuarantor hereunder, together with such appropriate financing statements and/or Control Agreementsstatements, all in form and substance reasonably satisfactory to Bank Lender (including being sufficient to grant Bank Lender a first priority Lien (subject only to any exceptions (i) Permitted Liens that expressly have superior priority to perfection expressly set forth Lender’s Lien under this Agreement, and (ii) in this Agreement and the case of Permitted LiensLiens in favor of the Subordinated Lenders, the SubordinationNew Bridge Intercreditor Agreement) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting CollateralDomestic Subsidiary (substantially as described on Exhibit A hereto)), (b) provide to Bank Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and substance reasonably satisfactory to BankLender, and (c) provide to Bank Lender all other documentation in form and substance reasonably satisfactory to BankLender, including, to the extent reasonably requested by Bank, including one or more customary opinions of counsel reasonably satisfactory to BankLender, 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. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, within twenty (20) Business Days (or such later time as Bank may in its sole discretion may agree) following the date that event Borrower or any Guarantor forms any direct or indirect Subsidiary creates or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall, prior to the creation or acquisition of such new Subsidiary, promptly notify the Bank thereof and, at Bank’s request, in its sole discretion, take all such action as may be reasonably required by Bank to (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to cause each such Subsidiary to to, in Bank’s sole discretion, become a co-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion)hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank; provided, that with respect to any Foreign Subsidiary, 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 other evidence of ownership of such Foreign Subsidiary; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, including one or more customary 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 6.11 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, within twenty (20) Business Days (or such later at the time as Bank may in its sole discretion may agree) following the date that a Co-Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), such Co-Borrower shall, within thirty (30) days of such acquisition (a) cause such new Subsidiary to provide to Bank Collateral Agent a joinder to this the Loan Agreement to cause such Subsidiary to become a coCo-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion)Borrower, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank Collateral Agent (as directed by the Required Lenders) (including being sufficient to grant Bank Collateral Agent a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, statements pledging all of the direct or beneficial ownership interest in such new Subsidiary, Subsidiary in form and substance reasonably satisfactory to BankCollateral Agent (as directed by the Required Lenders), and (c) provide to Bank Collateral Agent all other documentation in form and substance reasonably satisfactory to Bank, including, to Collateral Agent (as directed by the extent reasonably requested by Bank, one or more customary opinions of counsel reasonably satisfactory to BankRequired Lenders), which in its opinion reasonable determination is necessary and 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 6.8 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, within twenty (20) Business Days (or such later at the time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall (a) cause such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder or secured a Guaranty to become a Guarantor hereunder (as determined by Bank in its sole discretion)hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all (or sixty-five percent (65%) with respect to any Foreign Subsidiary) of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank, ; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, one or more customary 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 6.11 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, within twenty (20) Business Days (or such later at the time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date (includingDate, without limitation, pursuant to a Division), Borrower shall (a) cause such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion)hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and substance reasonably satisfactory to Bank. 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 other evidence of ownership that is issued and outstanding of any Foreign Subsidiary that is entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and that is directly owned by any Borrower or any Domestic Subsidiary; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, including one or more customary 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 6.11 6.12 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, within twenty (20) Business Days (or such later at the time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any direct Domestic Subsidiary or indirect Material Foreign Subsidiary or acquires any direct Domestic Subsidiary or indirect Material Foreign Subsidiary or any Foreign Subsidiary (including 900 Xxxxx and 908 Germany) qualifies as a Material Foreign Subsidiary, in each case, after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder or secured 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 (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank, ; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, including one or more customary opinions of counsel reasonably satisfactory to Bank, which in its reasonable 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 5.16 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, within twenty (20) Business Days (or such later at the time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), (a) Borrower shall, if requested by Bank in its sole discretion, cause such any new Domestic Subsidiary to provide to Bank a joinder to this Agreement to cause such Domestic Subsidiary to become a co-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion)hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new SubsidiarySubsidiary (subject to the limitations set forth in Exhibit A with respect to Foreign Subsidiaries), in form and substance reasonably satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, including one or more customary opinions of counsel reasonably satisfactory to Bank, if requested by Bank in its sole 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 6.11 6.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting At the negative covenants contained in Sections 7.3 and 7.7 hereof, within twenty (20) Business Days (or such later time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date Date, Borrower shall provide to Bank appropriate certificates and powers and financing statements, pledging (includingi) all of the direct or beneficial ownership interest in such new Subsidiary if such Subsidiary is a Domestic Subsidiary and (ii) not greater than 65% of all voting equity interests and all nonvoting equity interests in such new Subsidiary if such Subsidiary is a Foreign Subsidiary, without limitationin each case in form and substance reasonably satisfactory to Bank. Upon the reasonable request of Bank, pursuant to a Division), (a) Borrower shall cause such new Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Subsidiary to become a co-borrower hereunder or secured Guarantor hereunder (as determined by Bank in its sole discretion)execute a guaranty, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank, and (c) . Borrower shall provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, including one or more customary 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 6.11 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, within twenty thirty (2030) Business Days (or such later time as Bank may in its sole discretion may agree) following days of the date that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (includingDate, without limitation, pursuant to a Division), Borrower shall (a) with respect to any such new Subsidiary that is a wholly owned Domestic Subsidiary, cause such new Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Subsidiary to become a co-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion)hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all (or sixty-five percent (65%) with respect to any Foreign Subsidiary) of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, including one or more customary 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 6.11 6.14 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting At the negative covenants contained in Sections 7.3 and 7.7 hereof, within twenty (20) Business Days (or such later time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date (includingDate, without limitation, pursuant to a Division), Borrower or such Guarantor shall (a) cause such new Domestic Subsidiary to provide to Bank a joinder to this Agreement to cause such Subsidiary to become a co-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion), together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral)Guaranty, (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and substance reasonably satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, one or more customary 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. At the time that Borrower or any Guarantor forms any direct Foreign Subsidiary or acquires any direct Foreign Subsidiary after the Effective Date, Borrower or such Guarantor shall (x) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Foreign Subsidiary (provided that in no event shall more than 65% of the total outstanding voting capital stock of any such new Foreign Subsidiary be required to be pledged), 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 in clause (x) 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. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, within twenty (20) Business Days (or such later at the time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to cause such Subsidiary to become a co-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion), together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank Bank, for itself and as agent for each Secured Swap Provider, a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank, ; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, including one or more customary 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 6.11 6.12 shall be a Loan DocumentDocument and shall secure or guaranty (as applicable) all of the Obligations owing to Bank and any Secured Swap Provider.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, within twenty (20) Business Days (or such later time as Bank may in its sole discretion may agree) following the date that event Borrower or any Guarantor forms any direct or indirect Subsidiary creates or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall, prior to the creation or acquisition of such new Subsidiary, promptly notify the Bank thereof and, at Bank’s request, in its sole discretion, take all such action as may be reasonably required by Bank to (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to cause each such Subsidiary to to, in Bank’s sole discretion, become a co-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion)hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank; provided, that with respect to any Foreign Subsidiary, 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 other evidence of ownership of such Foreign Subsidiary; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, including one or more customary 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 6.11 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, within twenty (20) Business Days (or such later at the time as Bank may in its sole discretion may agree) following the date that a Co-Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (includingDate, without limitation, pursuant to a Division), such Co-Borrower shall (a) cause such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Domestic Subsidiary to become a coCo-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion)Borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets Collateral of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new SubsidiarySubsidiary (or sixty five percent (65%) thereof for any Subsidiary that is a Foreign Subsidiary or FSHCO), in form and substance reasonably satisfactory to Bank, and (c) provide to Bank all other documentation reasonably requested by Bank in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, including one or more customary 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 6.11 shall be a Loan Document. For the avoidance of doubt, the foregoing provisions of this Section shall not apply to any of the Co-Borrowers’ existing Subsidiaries in existence as of the date hereof.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, within twenty (20) Business Days (or such later at the time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Effective Date (includingDate, without limitation, pursuant to a Division), Borrower shall (a) cause such new Domestic Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion)hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Domestic Subsidiary, in form and substance reasonably satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank which in its opinion 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, including, and (y) provide to the extent reasonably requested by Bank, one or more customary opinions of counsel reasonably Bank all other documentation in form and substance satisfactory to Bank, 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 6.11 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, within twenty (20) Business Days (or such later at the time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (includingDate, without limitationexcluding, however, the transitory merger Subsidiary to be formed for the purpose of consummating a merger in connection with the Capital Raise pursuant to a Divisionwhich BenefitFocus shall become the parent holding company of XxxxxxxXxxxx.xxx (the “BenefitFocus Merger Transaction”), Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to this the Loan Agreement to cause such Subsidiary to become a co-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion)hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank, ; and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, including one or more customary 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 6.11 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, within twenty (20) Business Days (or such later at the time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to cause such Subsidiary to become a co-borrower or secured Guarantor hereunder (as determined by Bank in its sole discretion)hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), provided that any Foreign Subsidiary shall not be required to the extent constituting Collateral)become a co-borrower or secured guarantor hereunder, (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank, provided that, with respect to stock, units, or other evidence of ownership held by Borrower in such Subsidiary that is a Foreign Subsidiary, Borrower shall not be required to grant or pledge a security interest to Bank in more than sixty-five percent (65.0%) of such stock, units, or other evidence of ownership held by Borrower in such Foreign Subsidiary, and (c) provide to Bank all other documentation in form and substance reasonably satisfactory to Bank, including, to the extent reasonably requested by Bank, including one or more customary 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 6.11 6.12 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, within twenty (20) Business Days (or such later at the time as Bank may in its sole discretion may agree) following the date that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall, (a) cause such new Subsidiary to provide to Bank Lenders a joinder to this Agreement to cause such Subsidiary to become a co-borrower Borrower or secured Guarantor hereunder (as determined by Bank Agent in its sole discretion), together with such appropriate financing statements and/or Control Agreementsdocumentation, all in form and substance reasonably satisfactory to Bank Agent and Lenders (including being sufficient to grant Bank Lenders a first priority Lien (subject only to any exceptions to perfection expressly set forth in this Agreement and Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Bank Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Bank, Agent and Lenders; and (c) provide to Bank Lenders all other documentation requested by Agent with respect thereto in form and substance reasonably satisfactory to BankAgent and Lenders, including, to the extent reasonably if requested by BankAgent, including one or more customary opinions of counsel reasonably satisfactory to BankLenders, 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 5.11 shall be a Loan Document.