Future Subsidiaries; Additional Collateral. (a) With respect to each Person which becomes a Domestic Subsidiary of a Borrower (directly or indirectly) subsequent to the Effective Date, whether by Permitted Acquisition or otherwise, cause such new Domestic Subsidiary to execute and deliver to the Agent, for and on behalf of each of the Lenders (unless waived by Agent):
Future Subsidiaries; Additional Collateral. (a) With respect to each Person which becomes a Subsidiary of the Company (directly or indirectly) subsequent to the Effective Date, within thirty (30) days of the date such Person is created, acquired or otherwise becomes a Subsidiary (whichever first occurs), cause such new Subsidiary to execute and deliver to the Agent (x) a Joinder Agreement (attached to the Guaranty as Exhibit A) whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty and (y) a joinder agreement to the Security Agreement;
Future Subsidiaries; Additional Collateral. 5455 6.14 Accounts ....................................................................................................................... 5657 6.15
Future Subsidiaries; Additional Collateral. (a) With respect to each Person which becomes a (i) Domestic Subsidiary of the Borrower (directly or indirectly) subsequent to the Effective Date, whether by Permitted Acquisition or otherwise, cause such new Domestic Subsidiary or (ii) Foreign Subsidiary (including any CFC) of the Borrower (directly or indirectly) subsequent to the Effective Date, whether by Permitted Acquisition or otherwise, unless the Agent, acting in consultation with the Borrower, reasonably determines in good faith that the cost, burden, difficulty and/or consequence of obtaining a guaranty or security interest with respect thereto outweigh the benefit to the Lenders after conducting due diligence on such Foreign Subsidiary, cause such new Foreign Subsidiary, to execute and deliver to the Agent, for and on behalf of itself and each of the Lenders (unless waived by the Agent) the below items set forth in clauses (i)-(iii); provided, that no CFC or CFC Holding Company shall be required to complete the items set forth in clauses (a)(i)-(iii) below if completing such requirements would reasonably be expected to result in material tax liabilities or material adverse tax consequences as jointly determined in good faith by the Borrower and the Agent: (i) within thirty (30) days after the date such Person becomes a Subsidiary (or such longer time period as the Agent may determine, without any requirement for Lender consent), a Guaranty, or in the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty; (ii) within thirty (30) days after the date such Person becomes a Subsidiary (or such longer time period as the Agent may determine, without any requirement for Lender consent), a joinder agreement to the Security Agreement whereby such Subsidiary grants a Lien over its assets (other than Equity Interests which should be governed by (b) of this Section 6.13) as set forth in the Security Agreement, and such Subsidiary shall take such additional actions as may be necessary to ensure a valid perfected Lien over such assets of such Subsidiary, subject only to the other Liens permitted pursuant to Section 7.2 of this Agreement; and (iii) within the time period specified in and to the extent required under clause (c) of this Section 6.13, a Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith; (b) With respect to the Equity Interests of each Person ...
Future Subsidiaries; Additional Collateral. With respect to each Person which becomes a Subsidiary of Borrower (directly or indirectly) subsequent to the Closing Date, Borrower Shall cause such new Subsidiary to execute and deliver to the Collateral Agent, for and on behalf of each of the Lenders:
Future Subsidiaries; Additional Collateral. (a) With respect to each Person which becomes a Subsidiary (which, for all purposes of this Agreement, shall include any Subsidiary which is not a “controlled foreign corporation” under Section 956 of the Internal Revenue Code, or any successor provision) subsequent to the date hereof, within thirty (30) days of the date such Person becomes a Subsidiary, Debtor will cause such Subsidiary to execute and deliver to the Lenders a security agreement, substantially in the form of this Agreement (or a joinder agreement satisfactory to Lenders in the form attached hereto as Exhibit B), granting to the Lenders a first priority security interest, mortgage and lien encumbering all right, title and interest of such Person in property, rights and interests of the type included in the definition of the Collateral, subject to (i) no Liens with respect to any Pledged Shares, and (ii) only the Permitted Liens and other Liens permitted under Section 10.2 of the Purchase Agreement with respect to all other Collateral.
Future Subsidiaries; Additional Collateral. Each Borrower will, and will cause its Subsidiaries to,
Future Subsidiaries; Additional Collateral. (a) With respect to each Person which becomes a Subsidiary of any Loan Party subsequent to the date of this Agreement, (x) promptly cause each such Subsidiary to execute and deliver to Bank, (i) a Guaranty and (ii) a Security Agreement, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by Bank, and (y) execute and deliver to Bank a security agreement encumbering all of the share capital or other ownership interests of any Subsidiary, (unless a valid and enforceable first priority Lien over such ownership interests is already granted pursuant to the terms of the Security Agreement), together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as may be reasonably required by Bank;
Future Subsidiaries; Additional Collateral. (a) With respect to each Foreign Subsidiary which is a Significant Foreign Subsidiary on the Effective Date, within ninety (90) days of the Effective Date, the Company shall promptly execute, or cause to be executed by its Domestic Subsidiaries (to the extent applicable), and delivered to the Collateral Agent a local law Foreign Pledge Agreement encumbering the capital stock or other ownership interests of such Foreign Subsidiary to secure the Indebtedness of the Company;
Future Subsidiaries; Additional Collateral. (a) With respect to each Person which becomes a Significant Domestic Subsidiary subsequent to the Effective Date, within thirty (30) days of the date such Person is created, acquired or otherwise becomes a Significant Domestic Subsidiary (whichever first occurs) (or such later date as agreed to by the Agent), Borrower will cause such Subsidiary to (i) execute and deliver to the Agent (A) a Guaranty or a joinder agreement to an existing Guaranty whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty and (B) a Security Agreement or a joinder agreement to an existing Security Agreement whereby such Subsidiary grants to Agent a Lien over its assets pursuant to the terms of the Security Agreement, (ii) take such additional actions as may be necessary to ensure a valid first priority perfected Lien over such assets of such Subsidiary, subject only to the other Liens permitted pursuant to Section 8.2 of this Agreement, and (iii) within the time period specified in and to the extent required under clause (c) of this Section 7.20, executed and deliver a Mortgage, Leasehold Mortgage, Collateral Access Agreements and/or other documents required to be delivered in connection therewith;
