Common use of Existing Subsidiaries Clause in Contracts

Existing Subsidiaries. Notwithstanding and without limiting the affirmative covenant contained in Section 6.12 and the negative covenants contained in Sections 7.3 and 7.7 hereof, if at any time either Mattersight Canada, individually, or the Other Subsidiaries, collectively, maintain gross assets in an aggregate amount greater than Five Hundred Thousand Dollars ($500,000.00), Borrower shall (a) cause Mattersight Canada or each of the Other Subsidiaries, as applicable, to provide to Bank a joinder to the Loan Agreement to cause Mattersight Canada or each of the Other Subsidiaries, as applicable, to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank (including being sufficient to grant Bank a first priority Lien (subject only to Permitted Liens (which may only have superior priority to Bank’s Lien as expressly permitted herein)) in and to the assets of Mattersight Canada or each of the Other Subsidiaries, as applicable), (b) provide to Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in Mattersight Canada or each of the Other Subsidiaries, as applicable, in form and substance satisfactory to Bank, and (c) provide to Bank all other documentation in form and substance satisfactory to Bank, including one or more opinions of counsel satisfactory to 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 6.11 shall be a Loan Document.

Existing Subsidiaries. Notwithstanding and without limiting the affirmative covenant contained in Section 6.12 5.10 and the negative covenants contained in Sections 7.3 5.5(ii), (x) and 7.7 (xv) hereof, if at any time either Mattersight Canada, individually, or the Other Subsidiaries, collectively, maintain gross assets in an aggregate amount greater than Five Hundred Thousand Dollars ($500,000.00500,000), Borrower shall (a) cause Mattersight Canada or each of the Other Subsidiaries, as applicable, to provide to Bank PFG a joinder to the Loan Agreement to cause Mattersight Canada or and/or each of the Other Subsidiaries, as applicable, to become a co-borrower hereunder, together with such appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Bank PFG (including being sufficient to grant Bank PFG a first priority First-Priority Lien (subject only to Permitted Liens (which may only have superior priority to Bank’s Lien as expressly permitted herein)) in and to the assets of Mattersight Canada or and/or each of the Other Subsidiaries, as applicable), (b) provide to Bank PFG appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in Mattersight Canada or and/or each of the Other Subsidiaries, as applicable, in form and substance satisfactory to Bank, and (c) provide to Bank PFG all other documentation in form and substance satisfactory to BankPFG, including one or more opinions of counsel satisfactory to BankPFG, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, agreement or instrument executed or issued pursuant to this Section 6.11 5.9 shall be a Loan Document.