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, at the time that Borrower forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date, Borrower shall, at Lender’s request in its sole discretion (a) cause any such new Subsidiary to provide to Lender a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Lender (including being sufficient to grant Lender a first priority Security Interest (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Lender, (c) pledge sixty-five percent (65%) of the direct or beneficial ownership interest of any new Foreign Subsidiary directly owned by Xxxxxxxx, and (d) provide to Lender all other documentation in form and substance satisfactory to Lender, including one or more opinions of counsel reasonably satisfactory to Lender, 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 6.14 shall be a Loan Document. 6.14

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the affirmative covenant contained in Section 4.9 and the negative covenants contained in Sections 7.3 and 7.74.6(xv) hereof, at the time that Borrower forms any direct or indirect non-PRC Subsidiary or acquires any direct or indirect non-PRC Subsidiary after the Effective Date, Borrower shall, at Lender’s request unless otherwise directed by PFG in its sole discretion writing, (a) cause any such new non-PRC Subsidiary to provide to Lender PFG a joinder to this the Loan Agreement to cause such non-PRC Subsidiary to become a co-borrower hereunderhereunder or a guarantor of Obligations under the Guaranty, together with such appropriate financing statements Security Instruments and/or Control Agreements, all in form and substance reasonably satisfactory to Lender PFG (including being sufficient to grant Lender PFG a first priority Security Interest ranking Lien (subject only to Permitted LiensLiens (which may only have superior priority to PFG’s Lien as expressly permitted herein)) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Lender PFG appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new non-PRC Subsidiary, in form and substance reasonably satisfactory to LenderPFG, and (c) pledge sixty-five percent (65%) of the direct or beneficial ownership interest of any new Foreign Subsidiary directly owned by Xxxxxxxx, and (d) provide to Lender PFG all other documentation in form and substance reasonably satisfactory to LenderPFG, including one or more opinions of counsel reasonably satisfactory to LenderPFG, 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 6.14 4.14 shall be a Loan Document. 6.14Partners for Growth Loan and Security Agreement

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.77.7 hereof, at around the time that a Co-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), such Co-Borrower shall, at Lendershall upon Bank’s reasonable request in its sole discretion (a) cause any such new Domestic Subsidiary to provide to Lender Bank a joinder to this the Loan Agreement to cause such new Domestic Subsidiary to become a co-borrower or a Guarantor (as determined by Bank in its reasonable business discretion following consultation with Borrower and taking into consideration potential tax implications) hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Lender Bank (including being sufficient to grant Lender Bank a first priority Security Interest Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Lender 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 LenderBank; provided, (c) that with respect to any Foreign Subsidiary, the Co-Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-five percent (65%) of the direct stock, units or beneficial other evidence of ownership interest of any new such Foreign Subsidiary directly owned by Xxxxxxxx, Subsidiary; and (dc) provide to Lender Bank all other documentation in form and substance satisfactory to Lender, including one or more opinions of counsel reasonably satisfactory to LenderBank, 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 6.14 6.11 shall be a Loan Document. 6.14.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.77.7 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 shall, at Lender’s request in its sole discretion and such Guarantor shall (a) cause any such new Subsidiary that is a Domestic Subsidiary to provide to Lender Bank a joinder to this 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 Lender Bank (including being sufficient to grant Lender Bank a first priority Security Interest Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary) (for the avoidance of doubt, this clause (a) shall not apply to JASK LABS LLC, a Delaware limited liability company, or DRAGON MERGER SUB II, LLC, a California limited liability company), (b) provide to Lender 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 satisfactory to LenderBank; provided, (c) however, that any pledge of the equity interests in any Foreign Subsidiary shall be limited to sixty-five percent (65%) of the direct or beneficial ownership interest of any new outstanding voting equity interests in such Foreign Subsidiary directly owned by XxxxxxxxSubsidiary, and (dc) provide to Lender Bank all other documentation in form and substance satisfactory to Lender, including one or more opinions of counsel reasonably satisfactory to Lender, 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 6.14 6.12 shall be a Loan Document. 6.14.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.77.7 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, at Lenderupon Bank’s request in its sole discretion reasonable request, (a) cause any such new Subsidiary (other than any Foreign Subsidiary or any Immaterial Subsidiary) or Material Subsidiary to provide to Lender Bank a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Lender Bank (including being sufficient to grant Lender Bank a first priority Security Interest Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Lender Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary (other than an Immaterial Subsidiary), in form and substance satisfactory to LenderBank, (c) provided that, Borrower shall pledge sixty-five percent (65%) of the direct or beneficial ownership interest of any new Foreign Subsidiary directly owned by XxxxxxxxSubsidiary, and (dc) provide to Lender Bank all other documentation in form and substance satisfactory to Lender, including one or more opinions of counsel reasonably satisfactory to LenderBank, 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 6.14 6.11 shall be a Loan Document. 6.14.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.77.7 hereof, at the time that Borrower or any Guarantor forms (or such later time as Bank may agree to) any direct or indirect Subsidiary (other than an Excluded Foreign Subsidiary) or acquires any direct or indirect Subsidiary (other than an Excluded Foreign Subsidiary) after the Effective DateDate (including, without limitation, pursuant to a Division), Borrower shall, at Lender’s request in its sole discretion and such Guarantor shall (a) cause any such new Subsidiary to provide to Lender Bank a joinder to this Agreement to cause such 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 Lender Bank (including being sufficient to grant Lender Bank a first priority Security Interest Lien (subject to Permitted Liens) in and *Portions of this exhibit have been excluded because it both (i) is not material and (ii) would be competitively harmful if publicly disclosed. to the assets of such newly formed or acquired Subsidiary, to the extent constituting Collateral), (b) provide to Lender 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 Lender, Bank; and (c) pledge sixty-five percent (65%) of the direct or beneficial ownership interest of any new Foreign Subsidiary directly owned by Xxxxxxxx, and (d) provide to Lender Bank all other documentation in form and substance satisfactory to LenderBank, including including, to the extent reasonably requested by Bank, one or more customary opinions of counsel reasonably satisfactory to Lender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveBank. Any document, agreement, or instrument executed or issued pursuant to this Section 6.14 6.13 shall be a Loan Document. 6.14.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.77.7 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, at upon Lender’s request in its sole discretion request, (a) cause any such new Subsidiary to provide to Lender a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control AgreementsAgreements (at Lender’s request), all in form and substance reasonably satisfactory to Lender (including being sufficient to grant Lender a first second priority Security Interest Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Lender, ; and (c) pledge sixty-five percent (65%) of the direct or beneficial ownership interest of any new Foreign Subsidiary directly owned by Xxxxxxxx, and (d) provide to Lender all other documentation in form and substance satisfactory to Lender, including one or more opinions of counsel reasonably satisfactory to Lender, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above; provided that, any Person who guarantees any Indebtedness incurred by Borrower pursuant to any Senior Debt shall be required to become a Guarantor hereunder. Any document, agreement, or instrument executed or issued pursuant to this Section 6.14 6.9 shall be a Loan Document. 6.14.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the affirmative covenant contained in Section 4.9 and the negative covenants contained in Sections 7.3 and 7.74.6(xv) hereof, at the time that Borrower Obligor forms any direct or indirect non-PRC Subsidiary or acquires any direct or indirect non-PRC Subsidiary after the Effective Date, Borrower Obligor shall, at Lender’s request unless otherwise directed by PFG in its sole discretion writing, (a) cause any such new non-PRC Subsidiary to provide to Lender PFG a joinder to this the Loan Agreement to cause such non-PRC Subsidiary to become a co-borrower hereunderBorrower hereunder or a guarantor of Obligations under a Guaranty, together with such appropriate financing statements Security Instruments and/or Control Agreements, all in form and substance reasonably satisfactory to Lender PFG (including being sufficient to grant Lender PFG a first priority Security Interest ranking Lien (subject only to Permitted LiensLiens (which may only have superior priority to PFG’s Lien as expressly permitted herein)) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Lender PFG appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new non-PRC Subsidiary, in form and substance reasonably satisfactory to LenderPFG, and (c) pledge sixty-five percent (65%) of the direct or beneficial ownership interest of any new Foreign Subsidiary directly owned by Xxxxxxxx, and (d) provide to Lender PFG all other documentation in form and substance reasonably satisfactory to LenderPFG, including one or more opinions of counsel reasonably satisfactory to LenderPFG, 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 6.14 4.14 shall be a Loan Document. 6.14Partners for Growth Amended and Restated Loan and Security Agreement

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.77.7 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 shall, at Lender’s request in its sole discretion or Guarantor shall (a) cause any such new Subsidiary to provide to Lender Bank either a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunderhereunder or a Guaranty, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Lender Bank (including being sufficient to grant Lender Bank a first priority Security Interest Lien (subject to Permitted Priority Liens) in and to the assets of such newly formed or acquired Subsidiary), provided that any such new Subsidiary that is a Foreign Subsidiary shall not be required to become a co-borrower or a Guarantor; (b) provide to Lender Bank appropriate [***] Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission Confidential treatment has been requested with respect to portions of this agreement. 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 LenderBank, (c) provided that Borrower shall not be required to grant or pledge a security interest to Bank in more than sixty-five percent (65%) of the direct stock, units or beneficial other evidence of ownership interest of any new held by Borrower in a Foreign Subsidiary directly owned by Xxxxxxxx, Subsidiary; and (dc) provide to Lender Bank all other documentation in form and substance satisfactory to Lender, including one or more opinions of counsel reasonably satisfactory to LenderBank, 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 6.14 6.13 shall be a Loan Document. 6.14.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.77.7 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, at Lender’s request in its sole discretion within forty-five (45) days of such formation or acquisition, (a) cause any such new Subsidiary (other than a Foreign Subsidiary) to provide to Lender Bank a joinder to this Agreement to cause such 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 reasonably satisfactory to Lender Bank (including being sufficient to grant Lender Bank a first priority Security Interest Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Lender 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 LenderBank, (c) provided, however, that such pledge shall include no more than sixty-five percent (65%) of the direct or beneficial ownership interest presently existing and hereafter issued voting stock of any new Foreign Subsidiary directly owned by Xxxxxxxx, (as determined under U.S. federal tax principles); and (dc) provide to Lender Bank all other documentation in form and substance satisfactory to Lender, including one or more opinions of counsel reasonably satisfactory to LenderBank, 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 6.14 6.13 shall be a Loan Document. 6.14.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.77.7 hereof, at within thirty (30) days (or such later date as Bank may agree in advance, in writing, in its sole discretion) of the time that date 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, at Lender’s request in its sole discretion shall (a) cause any such new Subsidiary that is not a Foreign Subsidiary to provide to Lender Bank a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder, or a Guaranty to become a Guarantor hereunder, at Bank’s discretion, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Lender Bank (including being sufficient to grant Lender Bank a first priority Security Interest Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Lender Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary (or, in the case of any new Foreign Subsidiary, in form and substance satisfactory to Lender, (c) pledge sixty-five percent (65%) of the direct or beneficial ownership interest voting stock of any new Foreign Subsidiary directly owned by Xxxxxxxx, such Subsidiary) in form and substance reasonably satisfactory to Bank; and (dc) provide to Lender Bank all other documentation in form and substance satisfactory to LenderBank, including one or more opinions of counsel reasonably satisfactory to LenderBank, 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 6.14 6.13 shall be a Loan Document. 6.14.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.77.7 hereof, at the time that a Co-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), such Co-Borrower shall, at Lender’s request in its sole discretion shall (a) cause any such new Domestic Subsidiary to provide to Lender Bank a joinder to this the Loan Agreement to cause such Domestic Subsidiary to become a coCo-borrower Borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Lender Bank (including being sufficient to grant Lender Bank a first priority Security Interest Lien (subject to Permitted Liens) in and to the assets Collateral of such newly formed or acquired Subsidiary), (b) provide to Lender 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 satisfactory to Lender, Subsidiary (c) pledge sixty-or sixty five percent (65%) of the direct or beneficial ownership interest of thereof for any new Subsidiary that is a Foreign Subsidiary directly owned by Xxxxxxxxor FSHCO), and (d) provide to Lender all other documentation in form and substance reasonably satisfactory to LenderBank, and (c) provide to Bank all other documentation reasonably requested by Bank in form and substance reasonably satisfactory to Bank, including one or more opinions of counsel reasonably satisfactory to LenderBank, 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 6.14 6.11 shall be a Loan Document. 6.14For 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 Section 7.3 and 7.77.7 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, at Lender’s request in its sole discretion shall (a) cause any such new Subsidiary to provide to Lender Bank a joinder to this Agreement to cause such 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 Lender Bank (including being sufficient to grant Lender Bank a first priority Security Interest Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Lender 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 satisfactory to LenderBank, and (c) pledge sixty-five percent (65%) of the direct or beneficial ownership interest of any new Foreign Subsidiary directly owned by Xxxxxxxx, and (d) provide to Lender Bank all other documentation in form and substance satisfactory to LenderBank, including one or more opinions of counsel reasonably satisfactory to LenderBank, 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 6.14 6.13 shall be a Loan Document. 6.14Notwithstanding 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, in each case to the 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.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.77.7 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 shall, at Lender’s request in its sole discretion and such Guarantor shall (a) with respect to Domestic Subsidiaries only, cause any such new Domestic Subsidiary to provide to Lender Bank a joinder to this Agreement to cause such 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 Lender Bank (including being sufficient to grant Lender Bank a first priority Security Interest Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Domestic Subsidiary), (b) provide to Lender 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 satisfactory to LenderBank, (c) provided, however, that Borrower shall not be required to pledge more than sixty-five percent (65%) of the direct or beneficial ownership interest of any new Foreign Subsidiary directly owned by Xxxxxxxx, Subsidiary; and (dc) provide to Lender Bank all other documentation in form and substance satisfactory to LenderBank, including one or more opinions of counsel reasonably satisfactory to LenderBank, 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 6.14 6.13 shall be a Loan Document. 6.14.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.77.7 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, at Lender’s request in its sole discretion shall (a) cause any such new Subsidiary to provide to Lender Bank either a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunderhereunder or a secured Guaranty to cause such Subsidiary to be a secured Guarantor under this Agreement, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Lender Bank (including being sufficient to grant Lender Bank a first priority Security Interest Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), provided that any Foreign Subsidiary shall not be required to become a co-borrower or secured Guarantor, (b) provide to Lender 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 satisfactory to LenderBank, (c) provided that, with respect to stock, units, or other evidence of ownership held by Borrower in any Foreign Subsidiary, Borrower shall not be required to grant or pledge a security interest to Bank in more than sixty-five percent (6565.0%) of the direct such stock, units, or beneficial other evidence of ownership interest of any new held by Borrower in such Foreign Subsidiary directly owned by XxxxxxxxSubsidiary, and (dc) provide to Lender Bank all other documentation in form and substance satisfactory to LenderBank, including including, as Bank may deem necessary, one or more opinions of counsel reasonably satisfactory to LenderBank, 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 6.14 6.12 shall be a Loan Document. 6.14.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the affirmative covenant contained in Section 4.9 and the negative covenants contained in Sections 7.3 and 7.74.6(xv) hereof, at the time that Borrower forms any direct or indirect non-PRC Subsidiary or acquires any direct or indirect non-PRC Subsidiary after the Effective Date, Borrower shall, at Lender’s request unless otherwise directed by PFG in its sole discretion writing, (a) cause any such new non-PRC Subsidiary to provide to Lender PFG a joinder to this the Loan Agreement to cause such non-PRC Subsidiary to become a co-borrower hereunderhereunder or a guarantor of Obligations under the Guaranty, together with such appropriate financing statements Security Instruments and/or Control Agreements, all in form and substance reasonably satisfactory to Lender PFG (including being sufficient to grant Lender PFG a first priority Security Interest ranking Lien (subject only to Permitted LiensLiens (which may only have superior priority to PFG’s Lien as expressly permitted herein)) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Lender PFG appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new non-PRC Subsidiary, in form and substance reasonably satisfactory to LenderPFG, and (c) pledge sixty-five percent (65%) of the direct or beneficial ownership interest of any new Foreign Subsidiary directly owned by Xxxxxxxx, and (d) provide to Lender PFG all other documentation in form and substance reasonably satisfactory to LenderPFG, including one or more opinions of counsel reasonably satisfactory to LenderPFG, 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 6.14 4.14 shall be a Loan Document. 6.14Partners for Growth Schedule to Loan and Security Agreement

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 6.3 and 7.76.7 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 shall, at Lender’s request in its sole discretion and such Guarantor shall (a) cause any such new Subsidiary to provide to Lender Agent and Lenders a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunderhereunder or a guaranty to become a Guarantor hereunder (as determined by Agent and Lenders in their sole discretion), together with such appropriate financing statements and/or Control Agreementsdocumentation, all in form and substance reasonably satisfactory to Lender Agent and Lenders (including being sufficient to grant Lender Agent a first priority Security Interest Lien (subject only to Permitted LiensLiens that are permitted pursuant to the terms of this Agreement to have superior priority to Agent’s Lien granted in this Agreement) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Lender Agent and 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 satisfactory to Lender, Agent and Lenders; and (c) pledge sixty-five percent (65%) of the direct or beneficial ownership interest of any new Foreign Subsidiary directly owned by Xxxxxxxx, and (d) provide to Lender Agent and Lenders all other documentation in form and substance reasonably satisfactory to LenderAgent and Lenders, including one or more opinions of counsel reasonably satisfactory to LenderAgent and 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 6.14 5.14 shall be a Loan Document. 6.14.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.77.7 hereof, at the time that (i) Borrower forms any direct or indirect Material Subsidiary or acquires any direct or indirect Material Subsidiary after the Effective DateDate (including, without limitation, pursuant to a Division), or (ii) any existing Subsidiary of Borrower becomes a Material Subsidiary, Borrower shall, at Lender’s request in its sole discretion shall (a) cause any such new Material Subsidiary to either (I) provide to Lender Bank a joinder to this the Loan Agreement to cause such Material Subsidiary to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, or (II) guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Subsidiary (substantially as described on Exhibit A hereto), all in form and substance satisfactory to Lender Bank (including being sufficient to grant Lender Bank a first priority Security Interest Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Material Subsidiary), (b) provide to Lender Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Material Subsidiary, in form and substance satisfactory to LenderBank, and (c) pledge sixty-five percent (65%) of the direct or beneficial ownership interest of any new Foreign Subsidiary directly owned by Xxxxxxxx, and (d) provide to Lender Bank all other documentation in form and substance satisfactory to LenderBank, including one or more opinions of counsel reasonably satisfactory to LenderBank, 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 6.14 6.11 shall be a Loan Document. 6.14.”