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 thirty (30) days (or such longer period as may be agreed to in writing by Bank) after Borrower forms any direct Domestic Subsidiary or acquires any direct Domestic Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall, at Bank’s request in its sole discretion (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement 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 (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 Subsidiary), (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 satisfactory to Bank; and (c) 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 6.12 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 thirty (30) days (and other than as described in Section 6.13, at the time that Borrower or such longer period as may be agreed to in writing by Bank) after Borrower any Guarantor forms any direct Domestic or indirect Subsidiary or acquires any direct Domestic or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)Date, Borrower shall, at Bank’s request in its sole discretion and such Guarantor 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 hereunder or a Guaranty to become a Guarantor hereunderGuarantor, in each case at Bank’s discretion, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (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 Subsidiary), (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 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 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 6.12 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 thirty (30) days (at the time that Borrower or such longer period as may be agreed to in writing by Bank) after Borrower any Guarantor forms any direct Domestic Subsidiary or acquires any direct Domestic Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall, at Bank’s request in its sole discretion and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty guaranty to become a Guarantor hereunderhereunder (as determined by Bank in its sole discretion), together with such appropriate financing statements and/or Control Agreementsdocumentation, all in form and substance satisfactory to Bank (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 SubsidiarySubsidiary that constitute Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) 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 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 6.12 5.14 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 thirty (30) days (that Borrower, or such longer period as may be agreed to in writing by Bank) after Borrower any Guarantor, if applicable, forms any direct Domestic Subsidiary or acquires any direct Domestic Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shallBorrower, at Bank’s request in its sole discretion and such Guarantor, if applicable, shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty guaranty to become a Guarantor hereunderhereunder (as determined by Bank in its sole discretion), together with such appropriate financing statements and/or Control Agreementsdocumentation, all in form and substance satisfactory to Bank in its commercially 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 Subsidiary), (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 satisfactory to BankBank in its commercially reasonable discretion; and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, 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 by Borrower or a Guarantor pursuant to this Section 6.12 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, within thirty (30) days (at the time that Borrower or such longer period as may be agreed to in writing by Bank) after Borrower any Guarantor forms any direct Domestic or indirect Subsidiary or acquires any direct Domestic or indirect Subsidiary (other than a Foreign Subsidiary) after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall, at Bank’s request in its sole discretion and such Guarantor shall (a) cause such new Subsidiary to provide to Bank Lender a joinder to this Agreement 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 Lender (including being sufficient to grant Bank Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank 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 BankLender; and (c) provide to Bank Lender all other documentation in form and substance reasonably satisfactory to BankLender, including one or more opinions of counsel 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 6.12 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 thirty (30) days (in the event Borrower or such longer period as may be agreed to in writing by Bank) after Borrower forms any direct Domestic Subsidiary Guarantor creates or acquires any direct Domestic Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)Subsidiary, 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 request, in its sole discretion discretion, take all such action as may be reasonably required by Bank to (a) cause each such new Subsidiary to provide to Bank a joinder to this Agreement to to, in Bank’s sole discretion, 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 (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 Subsidiary), (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 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 satisfactory to Bank, 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 6.12 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 thirty (30) days (at the time that Borrower or such longer period as may be agreed to in writing by Bank) after Borrower any Guarantor forms any direct Domestic Subsidiary or acquires any direct Domestic Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall, at Bank’s request in its sole discretion and such Guarantor shall (a) cause such new Subsidiary to provide to Bank Lenders a joinder to this Agreement to become a co-borrower hereunder or a Guaranty guaranty to become a Guarantor hereunderhereunder (as determined by Agent in its sole discretion), together with such appropriate financing statements and/or Control Agreementsdocumentation, all in form and substance satisfactory to Bank 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 Subsidiary), (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 satisfactory to BankAgent and Lenders; and (c) provide to Bank Lenders all other documentation in form and substance satisfactory to BankAgent 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 6.12 5.11 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 thirty (30) days (or such longer period as may be agreed to in writing by Bank) after at the time that Borrower forms any direct Domestic or indirect Subsidiary or acquires any direct Domestic or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall, at upon Bank’s 's request in its sole discretion and absolute discretion, (a) cause such new Subsidiary to provide to Bank either a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunderGuaranty, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (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 Subsidiary), (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 satisfactory satisfact01y 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 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 6.12 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 thirty (30) days (at the time that Borrower or such longer period as may be agreed to in writing by Bank) after Borrower any Guarantor forms any direct Domestic or indirect Subsidiary or acquires any direct Domestic or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)Date, Borrower and/or such Guarantor shall, at Bankfollowing Agent’s request in its sole discretion reasonable request, (a) cause such new Subsidiary to provide to Bank Agent a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunderGuarantor, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank Agent (including being sufficient to grant Bank Agent, for the ratable benefit of the Lenders, a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Bank Agent 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 BankAgent; and (c) provide to Bank Agent all other documentation in form and substance satisfactory to BankAgent, including one or more opinions of counsel satisfactory to Agent, 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 6.12 shall be a Loan DocumentDocument and shall secure or guaranty (as applicable) all of the Obligations owing to Agent and the Lenders.

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 thirty (30) days (at the time that Borrower or such longer period as may be agreed to in writing by Bank) after Borrower any Guarantor forms any direct Domestic Subsidiary or acquires any direct Domestic Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall, at Bank’s request in its sole discretion and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty guaranty to become a Guarantor hereunderhereunder (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 to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (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 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 6.12 5.10 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 thirty (30) days (at the time that Borrower or such longer period as may be agreed to in writing by Bank) after Borrower any Guarantor forms any direct Domestic or indirect Subsidiary or acquires any direct Domestic or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall, at Bank’s request in its sole discretion Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty guaranty to become a Guarantor hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (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 Subsidiary), (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 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 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 6.12 6.13 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 thirty (30) days (at the time that Borrower or such longer period as may be agreed to in writing by Bank) after Borrower any Guarantor forms any direct Domestic Subsidiary or acquires any direct Domestic Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower shall, at Bank’s request in its sole discretion and such Guarantor shall (a) cause such new Subsidiary to provide to Bank a joinder to this Agreement to become a co-borrower hereunder or a Guaranty guaranty to become a Guarantor hereunderhereunder (as determined by Bank in its sole discretion), together with such appropriate financing statements and/or Control Agreementsdocumentation, all in form and substance satisfactory to Bank (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 SubsidiarySubsidiary that constitute Collateral), (b) provide to Bank appropriate certificates and powers and financing statements, pledging (i) 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 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 6.12 5.14 shall be a Loan Document.. 5.15

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting At the negative covenants contained in Sections 7.3 and 7.7 hereof, within thirty (30) days (time that Borrower or such longer period as may be agreed to in writing by Bank) after Borrower any Subsidiary or Guarantor forms any direct Domestic or indirect Subsidiary or acquires any direct Domestic or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)Closing Date, Borrower shall(and/or such Subsidiary and/or Guarantor, at Bank’s request in its sole discretion as applicable) shall (a) cause such new Subsidiary to provide to Bank a joinder or amendment to this the Loan Agreement to cause such Subsidiary to become a co-borrower hereunder or a Guaranty guaranty to cause such Subsidiary to become a Guarantor hereunderGuarantor, together with such appropriate financing statements and/or Control Agreementscontrol agreements, all in form and substance reasonably satisfactory to Bank (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 Subsidiary), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary (to the extent such Subsidiary is a 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, 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 6.12 6.10 shall be a Loan Document.