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 Closing Date, Borrower shall (a) cause such new Subsidiary to provide to Agent a joinder to this Agreement to become a co-borrower hereunder, at Agent’s discretion, together with such appropriate financing statements and/or control agreements, all in form and substance reasonably satisfactory to Agent (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting Collateral), (b) provide to Agent appropriate certificates and powers, as applicable, and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary constituting Collateral, in form and substance reasonably satisfactory to Agent; and (c) provide to Agent all other documentation in form and substance reasonably 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 Document. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the provisions of this Section 6.12 shall not apply to any newly formed or acquired Subsidiary that is an Excluded Subsidiary.

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 Closing DateEffective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Agent and Lenders a joinder to this Agreement to become a co-borrower hereunder, at Agent’s hereunder 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 Agent and Lenders (including being sufficient to grant Agent a first priority 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 constituting CollateralSubsidiary), (b) provide to Agent and Lenders appropriate certificates and powers, as applicable, powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary constituting CollateralSubsidiary, in form and substance reasonably satisfactory to AgentAgent and Lenders; and (c) provide to Agent and Lenders all other documentation in form and substance reasonably satisfactory to AgentAgent and Lenders, including one or more opinions of counsel satisfactory to Agent 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 6.12 5.14 shall be a Loan Document. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the provisions of this Section 6.12 shall not apply to any newly formed or acquired Subsidiary that is an Excluded Subsidiary.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 7.3, 7.7 and 7.77.8 hereof, at the time that Borrower forms or any direct or indirect Subsidiary Guarantor creates or acquires any direct or indirect Subsidiary after the Closing DateEffective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Collateral Agent a joinder to this Agreement to become a co-borrower hereunder or a Guaranty to become a Guarantor hereunder, at Agent’s discretion, together with such appropriate financing statements and/or control agreementsControl Agreements, all in form and substance reasonably satisfactory to Collateral Agent (including being sufficient to grant Collateral Agent a first priority Lien (subject to Permitted Liens) (held for the ratable benefit of the Secured Parties) in and to the assets of such newly formed or acquired Subsidiary constituting CollateralSubsidiary), (b) provide to Collateral Agent appropriate certificates and powers, as applicable, powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary constituting CollateralSubsidiary, in form and substance reasonably satisfactory to Collateral Agent; and (c) provide to Collateral Agent all other documentation in form and substance reasonably satisfactory to Collateral Agent, including one or more opinions of counsel satisfactory to Collateral 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 6.10 shall be a Loan Document. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the provisions of this Section 6.12 shall not apply to any newly formed or acquired Subsidiary that is an Excluded Subsidiary.

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 Closing Effective Date, or an Immaterial Subsidiary becomes a Material Subsidiary, Borrower shall shall, upon Bank’s reasonable request, (a) cause such new Subsidiary (other than any Foreign Subsidiary or any Immaterial Subsidiary) or Material Subsidiary to provide to Agent Bank a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder, at Agent’s discretion, together with such appropriate financing statements and/or control agreementsControl Agreements, all in form and substance reasonably satisfactory to Agent Bank (including being sufficient to grant Agent Bank a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting CollateralSubsidiary), (b) provide to Agent Bank appropriate certificates and powers, as applicable, powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary constituting Collateral(other than an Immaterial Subsidiary), in form and substance reasonably satisfactory to Agent; Bank, 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 Agent Bank all other documentation in form and substance reasonably satisfactory to AgentBank, 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. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the provisions of this Section 6.12 shall not apply to any newly formed or acquired Subsidiary that is an Excluded Subsidiary.

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 Closing DateEffective Date (including, without limitation, pursuant to a Division), such Co-Borrower shall shall, within thirty (30) days of such acquisition (a) cause such new Subsidiary to provide to Collateral Agent a joinder to this the Loan Agreement to cause such Subsidiary to become a coCo-borrower hereunder, at Agent’s discretionBorrower, together with such appropriate financing statements and/or control agreementsControl Agreements, all in form and substance reasonably satisfactory to Collateral Agent (as directed by the Required Lenders) (including being sufficient to grant Collateral Agent a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary constituting CollateralSubsidiary), (b) provide to Agent Bank appropriate certificates and powers, as applicable, powers and financing statements, statements pledging all of the direct or beneficial ownership interest in such new Subsidiary constituting Collateral, in form and substance reasonably satisfactory to Agent; Collateral Agent (as directed by the Required Lenders), and (c) provide to Collateral Agent all other documentation in form and substance reasonably satisfactory to AgentCollateral Agent (as directed by the Required 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 6.12 6.8 shall be a Loan Document. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the provisions of this Section 6.12 shall not apply to any newly formed or acquired Subsidiary that is an Excluded Subsidiary.

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 Closing Effective Date, Borrower shall (a) with respect to Domestic Subsidiaries only, cause such new Domestic Subsidiary to provide to Collateral Agent and the Lenders a joinder to this the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower hereunder, at Agent’s discretion, together with such appropriate financing statements and/or control agreementsControl Agreements, all in form and substance reasonably satisfactory to Collateral Agent and the Lenders (including being sufficient to grant Agent Collateral 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 constituting CollateralDomestic Subsidiary), (b) provide to Collateral Agent and the Lenders appropriate certificates and powers, as applicable, powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary constituting Collateralto Collateral Agent, for the ratable benefit of the Lenders, in form and substance reasonably satisfactory to Agent; Collateral Agent and the Lenders, and (c) provide to Collateral Agent or the Lenders all other documentation in form and substance reasonably satisfactory to AgentCollateral Agent and the 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 6.11 shall be a Loan Document. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the provisions of this Section 6.12 shall not apply to any newly formed or acquired Subsidiary that is an Excluded Subsidiary.

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 Closing DateEffective Date (including, without limitation, pursuant to a Division), Borrower shall (a) with respect to Domestic Subsidiaries only, cause such new Domestic Subsidiary to provide to Collateral Agent and the Lenders a joinder to this the Loan Agreement to cause such Domestic Subsidiary to become a co-borrower co‑borrower hereunder, at Agent’s discretion, together with such appropriate financing statements and/or control agreementsControl Agreements, all in form and substance reasonably satisfactory to Collateral Agent and the Lenders (including being sufficient to grant Agent Collateral 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 constituting CollateralDomestic Subsidiary), (b) provide to Collateral Agent and the Lenders appropriate certificates and powers, as applicable, powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary constituting Collateralto Collateral Agent, for the ratable benefit of the Lenders, in form and substance reasonably satisfactory to Agent; Collateral Agent and the Lenders, and (c) provide to Collateral Agent or the Lenders all other documentation in form and substance reasonably satisfactory to AgentCollateral Agent and the 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 6.11 shall be a Loan Document.” 2.6 Section 6.13 (Cash Collateralization Trigger). Notwithstanding anything in this Agreement or any other Loan Document New Section 6.13 hereby is added to the contrary, the provisions of this Section 6.12 shall not apply Loan Agreement in its entirety to any newly formed or acquired Subsidiary that is an Excluded Subsidiary.read as follows:

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 7.3 and 7.7, at At the time that the Borrower forms any direct or indirect Domestic Subsidiary or acquires any direct or indirect Domestic Subsidiary after the Closing Effective Date, the Borrower shall shall, to the extent required pursuant to the Senior Loan Agreement, (a) cause such new Domestic Subsidiary to provide to Agent a joinder to this Agreement to become a co-borrower hereunder, at Agent’s discretion, together with such appropriate financing statements and/or control agreementsstatements, all in form and substance reasonably satisfactory to the Agent (including being sufficient to grant the Agent a first priority Lien (subject to (i) Permitted LiensLiens that expressly have superior priority to the Agent’s Lien under this Agreement, and (ii) in the case of Permitted Liens in favor of Senior Lender, the Subordination Agreement) in and to the assets of such newly formed or acquired Domestic Subsidiary constituting Collateral(substantially as described on Exhibit A hereto)), (b) provide to the Agent appropriate certificates and powers, as applicable, powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary constituting CollateralDomestic Subsidiary, in form and substance reasonably satisfactory to Agent; the Agent (at the direction of the Required Lenders), and (c) provide to the Agent all other documentation in form and substance reasonably satisfactory to the Agent, including one or more opinions of counsel satisfactory to the Agent (at the direction of the Required 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 6.10 shall be a Loan Document. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the provisions of this Section 6.12 shall not apply to any newly formed or acquired Subsidiary that is an Excluded Subsidiary.

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 Closing DateEffective Date (including, without limitation, pursuant to a Division), Borrower shall (a) cause any such new Subsidiary that is a Domestic Subsidiary to provide to Agent and the Lenders a joinder to this the Loan Agreement to cause any such new Subsidiary that is a Domestic Subsidiary to become a co-borrower coborrower hereunder, at Agent’s discretion, together with such appropriate financing statements and/or control agreementsControl Agreements, all in form and substance reasonably satisfactory to Agent and the Lenders (including being sufficient to grant Agent 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 constituting CollateralDomestic Subsidiary), (b) provide to Agent and the Lenders appropriate certificates and powers, as applicable, powers and financing statements, pledging all of the direct or beneficial ownership interest (to the extent constituting Collateral hereunder) in such new Subsidiary constituting CollateralSubsidiary, in form and substance reasonably satisfactory to Agent; Agent and the Lenders, and (c) provide to Agent and the Lenders all other documentation in form and substance reasonably satisfactory to AgentAgent and the Lenders, which is reasonably requested in its opinion is appropriate connection 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. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the provisions of this Section 6.12 shall not apply to any newly formed or acquired Subsidiary that is an Excluded Subsidiary.