Common use of Formation or Acquisition of Subsidiaries Clause in Contracts

Formation or Acquisition of Subsidiaries. At the time that Borrower forms any direct or indirect Subsidiary, other than an Excluded Subsidiary, or acquires any direct or indirect Subsidiary, other than an Excluded Subsidiary, after the Effective Date, Borrower shall (a) cause such new Subsidiary to provide to Lender a joinder to the Loan 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 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) provide to Lender all other documentation in form and substance 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 6.10 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. At the time that Borrower or any Subsidiary forms any direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary after the Effective Closing Date, Borrower and such Subsidiary shall (a) cause such new Subsidiary to provide to Lender a joinder to the Loan 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 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) provide to Lender all other documentation in form and substance satisfactory to Lender Lender, 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 6.10 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. At the time that a Borrower forms any majority-owned direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary or acquires any majority-owned direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary after the Effective Date, such Borrower shall shall, upon Bank’s reasonable request (a) cause such new Subsidiary (other than any Foreign Subsidiary) to provide to Lender Bank a joinder to the Loan 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 satisfactory to Lender Bank (including being sufficient to grant Lender Bank a first priority 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, provided that, Borrower shall pledge sixty-five percent (65%) of the direct or beneficial ownership interest of any new Foreign Subsidiary, and (c) provide to Lender Bank all other documentation in form and substance 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 6.10 6.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. At Notwithstanding and without limiting the negative covenants contained in Section 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary after the Effective Date, Borrower shall (a) cause such new Subsidiary to provide to Lender Bank either a joinder to the Loan 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 satisfactory to Lender Bank (including being sufficient to grant Lender Bank a first priority 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) provide to Lender Bank all other documentation in form and substance 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 6.10 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. At Notwithstanding and without limiting the negative covenants contained in Section 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary after the Effective Date, Borrower shall (a) cause such new Subsidiary to provide to Lender Bank a joinder to the Loan 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 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 Borrower’s direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to LenderBank, and (c) provide to Lender Bank all other documentation in form and substance 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 6.10 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. At Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, promptly after the time that Borrower forms any direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary after the Effective Date, Borrower shall (a) cause such new Subsidiary to provide to Lender a joinder to the Loan 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 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 if a domestic Subsidiary, in form and substance reasonably satisfactory to Lender, and (c) provide to Lender all other documentation in form and substance reasonably satisfactory to Lender Lender, which in its good faith 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 6.10 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. At Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7 hereof, at the time that Borrower forms any direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary after the Effective Date, if Bank requests in its sole discretion, Borrower shall (a) cause any such new Domestic Subsidiary to provide to Lender Bank a joinder to the Loan this Agreement to cause such Subsidiary to become a co-borrower coborrower 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 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 Domestic Subsidiary, in form and substance satisfactory to LenderBank; (c) pledge sixty-five percent (65%) of the direct or beneficial ownership interest of any new Foreign Subsidiary, and (cd) provide to Lender Bank all other documentation in form and substance 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 6.10 6.13 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. At Excluding the Non-Operating Subsidiary, at the time that Borrower or any Subsidiary forms any direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary after the Effective Closing Date, Borrower and such Subsidiary shall (a) cause such new Subsidiary which is a Domestic Subsidiary to provide to Lender Bank a joinder to the Loan 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 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 (or, with respect to any Foreign Subsidiary, not more than 65%) of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Lender, and (c) provide to Lender all other documentation in form and substance satisfactory to Lender Lender, 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; and provided that Lender reserves the right reasonably to require any Subsidiary to become a secured guarantor hereunder, in form and substance satisfactory to Lender. Any document, agreement, or instrument executed or issued pursuant to this Section 6.10 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. At Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.6 hereof, at the time that Borrower any Loan Party forms any direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary or acquires any direct or indirect Subsidiary, other than an Excluded Subsidiary, Subsidiary after the Effective Date, Borrower such Loan Party shall (a) cause such new Subsidiary to provide to Lender a joinder to the Loan Guarantee and Collateral Agreement to cause such Subsidiary to become a co-borrower hereunderguarantor and grantor thereunder, 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 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) provide to Lender all other documentation in form and substance satisfactory to Lender 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 6.10 6.9 shall be a Loan Document.