Common use of Subsidiaries and Partnerships Clause in Contracts

Subsidiaries and Partnerships. Each of the Loan Parties shall not, and shall not permit any of its Domestic Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; (ii) HRPF Venture so long as (a) there shall not exist any Event of Default or Potential Default immediately prior to and after giving effect to the formation of the HRPF Venture, and (b) ATI beneficially owns or holds greater than fifty percent (50%) of any class of the voting equity interests of the HRPF Venture at all times; and (iii) any Subsidiary formed or acquired after the Closing Date (other than LPAD, PADL, HRPF Venture and ATI International, each of which has been or may be formed or acquired and which are not or will not be subject to the joinder requirements of Section 10.13 hereof) which joins this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors]; provided, however, such Subsidiary shall not be required to join this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors] (1) if such Subsidiary (a) exists on the date of this Agreement or is acquired by a Loan Party or Subsidiary of a Loan Party and is a Foreign Subsidiary or (b) is formed or organized as a Foreign Subsidiary by a Loan Party or Subsidiary of a Loan Party after the date of this Agreement, or (2) if the total assets of such Subsidiary are less than Fifty Million and 00/100 Dollars ($50,000,000.00), and provided further that no Domestic Subsidiary of Xxxxxx LLC with assets equal to or greater than Fifty Million and 00/100 Dollars ($50,000,000.00) shall be required to execute a Guarantor Joinder or such other documents required by Section 10.13 [Joinder of Guarantors] until the twentieth (20th) Business Day after (i) the Xxxxxx Notes Payoff Date, or (ii) the Xxxxxx Notes Amendment Date, whichever occurs first. 5. Section 7.2.9 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

Subsidiaries and Partnerships. Each of the Loan Parties shall not, and shall not permit any of its Domestic Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; (ii) HRPF Venture so long as (a) there shall not exist any Event of Default or Potential Default immediately prior to and after giving effect to the formation of the HRPF Venture, and (b) ATI beneficially owns or holds greater than fifty percent (50%) of any class of the voting equity interests of the HRPF Venture at all times; and (iii) any Subsidiary formed or acquired after the Closing Date (other than LPAD, PADL, PADL and HRPF Venture and ATI InternationalVenture, each of which has been or may be formed or acquired and which are not or will not be subject to the joinder requirements of Section 10.13 hereof) which joins this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors]; provided, however, such Subsidiary shall not be required to join this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors] (1) if such Subsidiary (a) exists on the date of this Agreement or is acquired by a Loan Party or Subsidiary of a Loan Party and is a Foreign Subsidiary or (b) is formed or organized as a Foreign Subsidiary by a Loan Party or Subsidiary of a Loan Party after the date of this Agreement, or (2) if the total assets of such Subsidiary are less than Fifty Million and 00/100 Dollars ($50,000,000.00), and provided further that no Domestic Subsidiary of Xxxxxx LLC with assets equal to or greater than Fifty Million and 00/100 Dollars ($50,000,000.00) shall be required to execute a Guarantor Joinder or such other documents required by Section 10.13 [Joinder of Guarantors] until the twentieth (20th) Business Day after (i) the Xxxxxx Notes Payoff Date, or (ii) the Xxxxxx Notes Amendment Date, whichever occurs first. 56. Section 7.2.9 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

Subsidiaries and Partnerships. Each (a) Subject to Section 7.1, form, acquire or otherwise create, on or after the date of this Agreement, directly or indirectly, any Subsidiary (except entities described in Section 7.12(b) below) other than: (i) Foreign Subsidiaries of the Loan Parties; (ii) Wholly-owned Domestic Subsidiaries of the Loan Parties if, as determined by the Agent, (A) (1) such Subsidiary expressly becomes a Borrower and becomes jointly and severally liable for the obligations of Borrowers hereunder, under the Notes and under any other agreement between any Borrower and Lenders, by delivering to the Agent a Borrower Xxxxxxx and such other documents reasonably required by the Agent to join this Agreement and the Other Documents as a Borrower, or (2) such Subsidiary becomes a Guarantor for the Obligations by, among other things, delivering to the Agent a Guarantor Joinder and such other documents reasonably required by the Agent to join this Agreement and the Other Documents as a Guarantor, (B) Agent shall nothave received all documents, including Organizational Documents, legal opinions and all documentation and other information required 268323208 by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, in each case, as it may reasonably require in connection therewith, and (C) such Subsidiary shall not permit any grant first priority, perfected Liens in its assets to the Agent for the benefit of its Domestic Subsidiaries the Lenders covering the same type of assets as the Collateral, provided, however, to own or create directly or indirectly any Subsidiaries other than (i) any the extent such Subsidiary becomes a Borrower, none of such assets which has joined become Collateral shall be included in the Formula Amount in accordance with the terms of this Agreement until such time as Guarantor on Agent makes such determination in its sole reasonable discretion based upon the Closing Datefield examination and/or appraisal of such assets in form and substance acceptable to the Agent; and (iiiii) The HRPF Venture so long as (a) there shall not exist any Event of Default or Potential Default immediately prior to and after giving effect to the formation of the HRPF Venture, and ; (b) ATI beneficially owns or holds greater than fifty percent (50%) of any class of the voting equity interests of the HRPF Venture at all times; and (iiic) all Inventory owned by any Subsidiary formed or acquired after Loan Party to be processed by the Closing Date (other than LPAD, PADL, HRPF Venture and ATI Internationalat the HRPF shall remain Inventory of such Loan Party at all times (for purposes of clarity, each of which has been or may be formed or acquired and which are the Restricted Action Requirements shall not or will not be subject apply to the joinder requirements of Section 10.13 hereof) which joins this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors]; provided, however, such Subsidiary shall not be required to join this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors] (1) if such Subsidiary (a) exists on the date of this Agreement or is acquired by a Loan Party or Subsidiary of a Loan Party and is a Foreign Subsidiary or HRPF Venture). (b) is formed Except to the extent the Loan Parties are in compliance with the Restricted Action Requirements, enter into any other partnership, joint venture or organized as a Foreign Subsidiary by a Loan Party or Subsidiary of a Loan Party after the date of this Agreement, or (2) if the total assets of such Subsidiary are less than Fifty Million and 00/100 Dollars ($50,000,000.00), and provided further that no Domestic Subsidiary of Xxxxxx LLC with assets equal to or greater than Fifty Million and 00/100 Dollars ($50,000,000.00) shall be required to execute a Guarantor Joinder or such other documents required by Section 10.13 [Joinder of Guarantors] until the twentieth (20th) Business Day after (i) the Xxxxxx Notes Payoff Date, or (ii) the Xxxxxx Notes Amendment Date, whichever occurs firstsimilar arrangement. 5. Section 7.2.9 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following:

Subsidiaries and Partnerships. Each of the Loan Parties shall not, and shall not permit any of its Domestic Subsidiaries to own or create directly or indirectly any Subsidiaries other than (i) any Subsidiary which has joined this Agreement as Guarantor on the Closing Date; and (ii) HRPF Venture so long as (a) there shall not exist any Event of Default or Potential Default immediately prior to and after giving effect to the formation of the HRPF Venture, and (b) ATI beneficially owns or holds greater than fifty percent (50%) of any class of the voting equity interests of the HRPF Venture at all times; and (iii) any Subsidiary formed or acquired after the Closing Date (other than LPAD, LPAD and PADL, HRPF Venture and ATI International, each of which has been or may be formed or acquired and which are not or will not be subject to the joinder requirements of Section 10.13 hereof) which joins this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors]; provided, however, such Subsidiary shall not be required to join this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors] (1) if such Subsidiary (a) exists on the date of this Agreement or is acquired by a Loan Party or Subsidiary of a Loan Party and is a Foreign Subsidiary or (b) is formed or organized as a Foreign Subsidiary by a Loan Party or Subsidiary of a Loan Party after the date of this Agreement, or (2) if the total assets of such Subsidiary are less than Fifty Million and 00/100 Dollars ($50,000,000.00), and such Subsidiary shall not be required to join this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors]; provided further that, in the event that the Xxxxxx LLC Merger occurs prior to the Xxxxxx Notes Payoff Date or the Xxxxxx Notes Amendment Date, no Domestic Subsidiary of Xxxxxx LLC with assets equal to or greater than Fifty Million and 00/100 Dollars ($50,000,000.00) shall be required to execute a Guarantor Joinder or such other documents required by Section 10.13 [Joinder of Guarantors] until the twentieth (20th) Business Day after (i) the Xxxxxx Notes Payoff Date, or (ii) the Xxxxxx Notes Amendment Date, whichever occurs first. 58. Section 7.2.9 The provisions of Sections 2 through 7 of this Third Amendment shall not become effective until the Administrative Agent has received the following items, each in form and substance acceptable to the Administrative Agent and its counsel: (a) this Third Amendment, duly executed by each of the Loan Parties and the Required Lenders; (b) payment of all fees and expenses owed to the Lenders, the Administrative Agent, and the Administrative Agent’s counsel in connection with this Third Amendment; and (c) such other documents as may be reasonably requested by the Administrative Agent. 9. Each Loan Party hereby reconfirms and reaffirms all representations and warranties, agreements and covenants made by it pursuant to the terms and conditions of the Credit Agreement, except as such representations and warranties, agreements and covenants may have heretofore been amended, modified or waived in writing in accordance with the Credit Agreement. 10. Each Loan Party acknowledges and agrees that each and every document, instrument or agreement, which at any time has secured the Obligations including, without limitation, the Guaranty Agreements, hereby continues to secure the Obligations. 11. Each Loan Party hereby represents and warrants to the Lenders and the Administrative Agent that (i) such Loan Party has the legal power and authority to execute and deliver this Third Amendment, (ii) the officers of such Loan Party executing this Third Amendment have been duly authorized to execute and deliver the same and bind such Loan Party with respect to the provisions hereof, (iii) the execution and delivery hereof by such Loan Party and the performance and observance by such Loan Party of the provisions hereof and of the Credit Agreement and all documents executed or to be executed in connection herewith or therewith, do not violate or conflict with the organizational agreements of such Loan Party or any law applicable to such Loan Party or result in a breach of any provision of or constitute a default under any other agreement, instrument or document binding upon or enforceable against such Loan Party, and (iv) this Third Amendment, the Credit Agreement and the documents executed or to be executed by such Loan Party in connection herewith or therewith constitute valid and binding obligations of such Loan Party in every respect, enforceable in accordance with their respective terms. 12. Each Loan Party represents and warrants that (i) no Event of Default exists under the Credit Agreement, nor will any occur as a result of the execution and delivery of this Third Amendment or the performance or observance of any provision hereof, (ii) the schedules attached to and made a part of the Credit Agreement, are true and correct in all material respects as of the date hereof, except as such schedules may have heretofore been amended or modified or updated in writing in accordance with the Credit Agreement, and (iii) it presently has no known claims or actions of any kind at law or in equity against any Lender or the Administrative Agent arising out of or in any way relating to the Credit Agreement or the other Loan Documents. 13. Each reference to the Credit Agreement that is made in the Credit Agreement or any other document executed or to be executed in connection therewith shall hereafter be construed as a reference to the Credit Agreement as amended hereby. 14. The agreements contained in this Third Amendment are limited to the specific agreements made herein. Except as amended hereby, all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full force and effect. This Third Amendment amends the Credit Agreement and is not a novation thereof. 15. This Third Amendment may be executed in any number of counterparts and by the different parties hereto on separate counterparts each of which, when so executed, shall be deemed to be an original, but all such counterparts shall constitute but one and the same instrument. 16. This Third Amendment shall be governed by, and shall be construed and enforced in accordance with, the Laws of the Commonwealth of Pennsylvania without regard to the principles of the conflicts of law thereof. Each Loan Party hereby deleted in its entirety consents to the jurisdiction and in its stead is inserted venue of the following:Court of Common Pleas of Allegheny County, Pennsylvania and the United States District Court for the Western District of Pennsylvania with respect to any suit arising out of or mentioning this Third Amendment.

Subsidiaries and Partnerships. Each (a) Subject to Section 7.1, form, acquire or otherwise create, on or after the date of this Agreement, directly or indirectly, any Subsidiary (except entities described in Section 7.12(b) below) other than: (i) Foreign Subsidiaries of the Loan Parties; 222233776 (ii) Wholly-owned Domestic Subsidiaries of the Loan Parties if, as determined by the Agent, (A) (1) such Subsidiary expressly becomes a Borrower and becomes jointly and severally liable for the obligations of Borrowers hereunder, under the Notes and under any other agreement between any Borrower and Lenders, by delivering to the Agent a Borrower Joinder and such other documents reasonably required by the Agent to join this Agreement and the Other Documents as a Borrower, or (2) such Subsidiary becomes a Guarantor for the Obligations by, among other things, delivering to the Agent a Guarantor Joinder and such other documents reasonably required by the Agent to join this Agreement and the Other Documents as a Guarantor, (B) Agent shall nothave received all documents, including Organizational Documents, legal opinions and all documentation and other information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, in each case, as it may reasonably require in connection therewith, and (C) such Subsidiary shall not permit any grant first priority, perfected Liens in its assets to the Agent for the benefit of its Domestic Subsidiaries the Lenders covering the same type of assets as the Collateral, provided, however, to own or create directly or indirectly any Subsidiaries other than (i) any the extent such Subsidiary becomes a Borrower, none of such assets which has joined become Collateral shall be included in the Formula Amount in accordance with the terms of this Agreement until such time as Guarantor on Agent makes such determination in its sole reasonable discretion based upon the Closing Datefield examination and/or appraisal of such assets in form and substance acceptable to the Agent; and (iiiii) The HRPF Venture so long as (a) there shall not exist any Event of Default or Potential Default immediately prior to and after giving effect to the formation of the HRPF Venture, and ; (b) ATI beneficially owns or holds greater than fifty percent (50%) of any class of the voting equity interests of the HRPF Venture at all times; and (iiic) all Inventory owned by any Subsidiary formed or acquired after Loan Party to be processed by the Closing Date (other than LPAD, PADL, HRPF Venture and ATI Internationalat the HRPF shall remain Inventory of such Loan Party at all times (for purposes of clarity, each of which has been or may be formed or acquired and which are the Restricted Action Requirements shall not or will not be subject apply to the joinder requirements of Section 10.13 hereof) which joins this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors]; provided, however, such Subsidiary shall not be required to join this Agreement as a Guarantor pursuant to Section 10.13 [Joinder of Guarantors] (1) if such Subsidiary (a) exists on the date of this Agreement or is acquired by a Loan Party or Subsidiary of a Loan Party and is a Foreign Subsidiary or HRPF Venture). (b) is formed Except to the extent the Loan Parties are in compliance with the Restricted Action Requirements, enter into any other partnership, joint venture or organized as a Foreign Subsidiary by a Loan Party or Subsidiary of a Loan Party after the date of this Agreement, or (2) if the total assets of such Subsidiary are less than Fifty Million and 00/100 Dollars ($50,000,000.00), and provided further that no Domestic Subsidiary of Xxxxxx LLC with assets equal to or greater than Fifty Million and 00/100 Dollars ($50,000,000.00) shall be required to execute a Guarantor Joinder or such other documents required by Section 10.13 [Joinder of Guarantors] until the twentieth (20th) Business Day after (i) the Xxxxxx Notes Payoff Date, or (ii) the Xxxxxx Notes Amendment Date, whichever occurs firstsimilar arrangement. 5. Section 7.2.9 of the Credit Agreement is hereby deleted in its entirety and in its stead is inserted the following: