Common use of Future Subsidiaries; Additional Collateral Clause in Contracts

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 which becomes (whether by Permitted Acquisition or otherwise) (i) a Domestic Subsidiary or a Foreign Subsidiary which becomes (or is required to become) a Guarantor subsequent to the Effective Date, cause the Borrower or the Guarantor that holds such Equity Interests to execute and deliver such Pledge Agreements, and take such actions as

Future Subsidiaries; Additional Collateral. (a) With respect to each Person which becomes a (i) Domestic Significant Subsidiary of the any Borrower (directly or indirectly) subsequent to the Effective Date, whether by Permitted Acquisition within thirty days of the date such Person is created, acquired or otherwiseotherwise becomes a Subsidiary (whichever first occurs), 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: 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 case of each Significant Domestic Subsidiary, (x) a Guaranty already exists, a joinder agreement to the Guaranty Joinder Agreement whereby such Domestic Subsidiary becomes obligated as a Guarantor under the Guaranty; Domestic Guaranty and (y) the Security Agreement and (ii) within thirty in the case of each Foreign Subsidiary other than Autocam Brazil, (30x) 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 Joinder Agreement whereby such Significant Foreign Subsidiary grants becomes obligated as a Lien over its assets Guarantor under the Foreign Guaranty and (other than Equity Interests which should be governed y) if required by (b) of this Section 6.13) as set forth in the Majority Revolving Credit Banks, a Foreign 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 share capital (or other ownership interests) of each Person Person, which becomes (whether by Permitted Acquisition or otherwise) (i) a Domestic Subsidiary or a Significant Foreign Subsidiary which becomes (or is required to become) a Guarantor subsequent to the Effective Date, within sixty days of the date such Person is created, acquired or becomes a Subsidiary (whichever first occurs), the Borrowers shall execute, or cause to be executed, and deliver to the Agent a Pledge Agreement encumbering, with a first priority Lien, 65% of the share capital of each such Foreign Subsidiary to secure the Indebtedness of the Borrowers and the Indebtedness (as such term is defined therein) and 100% of the share capital of each such Foreign Subsidiary to secure the Indebtedness of the Foreign Permitted Borrowers hereunder; and (c) With respect to the share capital (or other ownership interests) of each Person, which becomes a Domestic Significant Subsidiary subsequent to the Effective Date, within thirty days of the date such Person is created, acquired or becomes a Significant Subsidiary (whichever first occurs), Autocam shall execute, or cause to be executed, and deliver to the Agent a stock pledge encumbering hereof, 100% of the share capital of each such Significant Domestic Subsidiary to secure the Indebtedness of the Borrowers; in each case in form satisfactory to the Agent and the Majority Banks, in their reasonable discretion, together with such supporting documentation, including without limitation corporate authority items, certificates and opinions of counsel, as reasonably required by the Agent and the Majority Banks and the Borrower shall take, or cause to be taken, such steps as are necessary or advisable under applicable law to perfect the Guarantor that holds such Equity Interests to execute liens granted under clauses (a) and deliver such Pledge Agreements, and take such actions as(b) hereof.

Future Subsidiaries; Additional Collateral. (a) With respect Upon the occurrence of a Springing Lien Event, each Borrower will take, and cause each other Credit Party to each Person which becomes a (i) Domestic Subsidiary take, any and all such actions as are necessary or as the Agent or the Majority Lenders request to ensure that all of the Borrower Indebtedness of each Credit Party under the Loan Documents is secured by first priority perfected Liens in all assets of such Credit Party, other than Excluded Assets (directly all of which shall constitute Collateral) and each of their Domestic Subsidiaries (including, upon the acquisition or indirectly) subsequent to creation thereof, any Subsidiary acquired or created after 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 case as the Agent may determine, without including (a) the execution and delivery of guaranties, security agreements, pledge agreements, financing statements and other Collateral Documents, and the filing or recording of any requirement for Lender consent)of the foregoing, (b) the delivery of certificated Equity Interests and other Collateral with respect to which perfection is obtained by possession. Furthermore, upon the occurrence of a GuarantySpringing Lien Event, or in Borrowers, on behalf of themselves and their respective Domestic Subsidiaries, hereby authorize the event that a Guaranty already exists, a joinder agreement Agent to take the following actions: (i) with respect to the Guaranty whereby Collateral Documents, completion of any blanks and insertion of the date of Springing Lien Event as the “Effective Date” (as defined therein) of such Subsidiary becomes obligated as a Guarantor under the Guaranty; Collateral Documents, (ii) within thirty (30) days after attachment of schedules and other disclosures as most recently delivered by 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 Credit Parties 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 Collateral Documents 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; appropriate and (iii) within the time period specified filing of UCC financing statements, the Intellectual Property Security Agreement or other documents in and the appropriate jurisdictions as may be appropriate for perfecting the Liens evidenced by the Collateral Documents. Once a Springing Lien Event has occurred, notwithstanding any subsequent changes to the extent required under clause (c) Consolidated Funded Debt to EBITDA Ratio, Agent shall retain at all times thereafter, for the benefit of this Section 6.13itself and the Lenders, a Mortgage, first priority perfected Liens in the Collateral Access Agreements and/or other documents required and shall not be obligated to be delivered in connection therewith; (b) With respect to the Equity Interests of each Person which becomes (whether by Permitted Acquisition or otherwise) (i) a Domestic Subsidiary or a Foreign Subsidiary which becomes (or is required to become) a Guarantor subsequent to the Effective Date, cause the Borrower or the Guarantor that holds release any such Equity Interests to execute and deliver such Pledge Agreements, and take such actions assecurity interests therein.

Future Subsidiaries; Additional Collateral. (a) With respect Upon the occurrence of a Springing Lien Event, each Borrower will take, and cause each other Credit Party to each Person which becomes a (i) Domestic Subsidiary take, any and all such actions as are necessary or as the Agent or the Majority Lenders request to ensure that all of the Borrower Indebtedness of each Credit Party under the Loan Documents is secured by first priority perfected Liens in all assets of such Credit Party (directly other than Excluded Assets), all of which shall constitute Collateral, and each of their Domestic Subsidiaries (including, upon the acquisition or indirectly) subsequent to creation thereof, any Subsidiary acquired or created after 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 case as the Agent may determine, without including (i) the execution and delivery of guaranties, security agreements, pledge agreements, financing statements and other Collateral Documents, and the filing or recording of any requirement for Lender consent), a Guaranty, or in of the event that a Guaranty already exists, a joinder agreement to the Guaranty whereby such Subsidiary becomes obligated as a Guarantor under the Guaranty; foregoing and (ii) within thirty the delivery of certificated Equity Interests and other Collateral the perfection of which is obtained by possession under the UCC. Furthermore, upon the occurrence of a Springing Lien Event, the Borrowers, on behalf of themselves and their respective Domestic Subsidiaries, hereby authorize the Agent to take the following actions: (30x) days after with respect to the Collateral Documents, completion of any blanks and insertion of the date such Person becomes a Subsidiary (or such longer time period of the Springing Lien Event as the Agent may determine“Effective Date” (as defined therein) of such Collateral Documents, without any requirement for Lender consent), a joinder agreement (y) attachment of schedules and other disclosures as most recently delivered by the Credit Table of Contents Parties pursuant 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 AgreementCollateral Documents, and such Subsidiary shall take such additional actions as may be necessary to ensure appropriate and (z) the filing of UCC financing statements, the Intellectual Property Security Agreement or other documents in the appropriate jurisdictions as may be appropriate for perfecting the Liens evidenced by the Collateral Documents. Once a valid perfected Springing Lien over such assets of such SubsidiaryEvent has occurred, subject only notwithstanding any subsequent changes to the other Consolidated Total Debt to EBITDA Ratio, the Agent shall retain at all times thereafter, for the benefit of itself and the Lenders, first priority perfected Liens permitted pursuant in the Collateral and shall not be obligated 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 which becomes (whether by Permitted Acquisition or otherwise) (i) a Domestic Subsidiary or a Foreign Subsidiary which becomes (or is required to become) a Guarantor subsequent to the Effective Date, cause the Borrower or the Guarantor that holds release any such Equity Interests to execute and deliver such Pledge Agreements, and take such actions assecurity interests therein.