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 6.3 and 6.7 hereof, at the time that Borrower or any Guarantor forms any Subsidiary or acquires any Subsidiary after the Effective 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 or a guaranty to become a Guarantor hereunder (as determined by Agent and Lenders in their sole discretion), together with documentation, all in form and substance satisfactory to Agent and Lenders (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), (b) provide to Agent and Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent and Lenders; and (c) provide to Agent and Lenders all other documentation in form and substance satisfactory to Agent and Lenders, including one or more opinions of counsel satisfactory to Agent and Lenders, which in their 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 5.16 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 6.3 and 6.7 hereof, at the time that Borrower or any Guarantor forms any Subsidiary or acquires any Subsidiary after the Effective 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 or a guaranty to become a Guarantor hereunder (as determined by Agent and Lenders in their sole discretion), together with documentation, 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), (b) provide to Agent and Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent and Lenders; and (c) provide to Agent and Lenders all other documentation in form and substance reasonably satisfactory to Agent and Lenders, including one or more opinions of counsel satisfactory to Agent and Lenders, which in their 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 5.16 5.14 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 6.3 and 6.7 hereof, at the time that Borrower or any Guarantor forms any Subsidiary or acquires any Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall within thirty (30) days of the formation or acquisition of any Subsidiary: (a) cause such new Subsidiary to provide to Agent and Lenders a joinder to this Agreement to become a co-borrower hereunder or a guaranty to become a Guarantor hereunder (as determined by Agent and Lenders in their its sole discretiondiscretion after attempted consultation with Borrower), together with documentation, all in form and substance reasonably satisfactory to Agent and Lenders (including being sufficient to grant Agent Lenders a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Agent and Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Agent and LendersAgent; and (c) provide to Agent and Lenders all other documentation in form and substance reasonably satisfactory to Agent and Lenders, including one or more opinions of counsel satisfactory to Agent and LendersAgent, which in their 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 5.16 5.12 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 6.3 and 6.7 hereof, at the time that Borrower or If any Guarantor Loan Party forms any Subsidiary or acquires any new Subsidiary after the Effective Date (including, without limitation, pursuant to a Divisionother than an Excluded Subsidiary), Borrower and such Guarantor shall Loan Party shall, within fifteen (15) days of such event (or such later date as permitted by Agent), (a) cause such new Subsidiary (i) to be joined as a Borrower hereunder pursuant to a Joinder to this Agreement or to become a Guarantor of the Obligations, as determined by Agent, and (ii) to provide to Agent and Lenders a joinder to this Agreement to become a co-borrower hereunder or a guaranty to become a Guarantor hereunder (as determined by Agent t o the Guaranty and Lenders Security Agreement, in their sole discretion)each case, together with documentationsuch other security agreements, as well as appropriate financing statements, all in form and substance reasonably satisfactory to Agent and Lenders (including being sufficient to grant Agent a first priority pr iority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide provide, or cause the applicable Loan Party to provide, to Agent a pledge agreement (or an addendum to the Guaranty and Lenders Security Agreement) and appropriate certificates and powers and or financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, Subsidiary in form and substance reasonably satisfactory to Agent and LendersAgent; provided , that only 65% of the total outstanding voting Equity Interests of any Excluded Subsidiary described in clause (a) or (c) of the definition or Excluded Subsidiary, and (c) provide to Agent and Lenders all other documentation in form and substance satisfactory to Agent and Lendersdocumentation, including the Governing Documents of such Subsidiary and one or more opinions of counsel reasonably satisfactory to Agent and LendersAgent, which which, in their opinion 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 5.16 shall be 5.11 s hall constitute a Loan Document.. 5.12

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 6.3 7.3 and 6.7 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and and/or such Guarantor shall shall, following Agent’s reasonable request, (a) cause such new Subsidiary to provide to Agent and Lenders a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder or a guaranty to become a Guarantor hereunder (as determined by Agent and Lenders in their sole discretion)Guarantor, together with documentationsuch appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Agent and 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), (b) provide to Agent and Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Agent and LendersAgent; and (c) provide to Agent and Lenders all other documentation in form and substance reasonably satisfactory to Agent and LendersAgent, including one or more opinions of counsel reasonably satisfactory to Agent and LendersAgent, which in their 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 5.16 6.12 shall be a Loan DocumentDocument and shall secure or guaranty (as applicable) all of the Obligations owing to Agent and the Lenders.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 6.3 7.3 and 6.7 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)Date, Borrower and such Guarantor shall shall, upon Lender’s request, (a) cause such new Subsidiary to provide to Agent and Lenders Lender a joinder to this Agreement to become a co-borrower hereunder or a guaranty Guaranty to become a Guarantor hereunder (as determined by Agent and Lenders in their sole discretion)hereunder, together with documentationsuch appropriate financing statements and/or Control Agreements (at Lender’s request), all in form and substance reasonably satisfactory to Agent and Lenders Lender (including being sufficient to grant Agent Lender a first second priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Agent and Lenders Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent and LendersLender; and (c) provide to Agent and Lenders Lender all other documentation in form and substance satisfactory to Agent and LendersLender, including one or more opinions of counsel satisfactory to Agent and LendersLender, which in their its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above; provided that, any Person who guarantees any Indebtedness incurred by Borrower pursuant to any Senior Debt shall be required to become a Guarantor hereunder. Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 6.9 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 6.3 7.3 and 6.7 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall (a) with respect to Domestic Subsidiaries only, cause such new Domestic Subsidiary to provide to Agent and Lenders Bank a joinder to this Agreement to become a co-borrower hereunder or a guaranty Guaranty to become a Guarantor hereunder (as determined by Agent and Lenders in their sole discretion)hereunder, together with documentationsuch appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Agent and Lenders 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 Domestic Subsidiary), (b) provide to Agent and Lenders Bank appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent and LendersBank, provided, however, that Borrower shall not be required to pledge more than sixty-five percent (65%) of the direct or beneficial ownership interest of any Foreign Subsidiary; and (c) provide to Agent and Lenders Bank all other documentation in form and substance satisfactory to Agent and LendersBank, including one or more opinions of counsel satisfactory to Agent and LendersBank, which in their 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 5.16 6.13 shall be a Loan Document.”

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 6.3 7.3 and 6.7 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)Date, Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Agent and Lenders each Lender a joinder to this the Loan Agreement to cause such Subsidiary to become a co-borrower hereunder or a guaranty to become a Guarantor hereunder secured guarantor (as determined elected by Agent and Lenders in their sole discretionmutual agreement of the Lenders), together with documentationsuch appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Agent and the Lenders (including being sufficient to grant Agent Agent, for the benefit of each Lender, a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Agent and Lenders each Lender appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent and the Lenders; , and (c) provide to Agent and Lenders each Lender all other documentation in form and substance satisfactory to the Agent and the Lenders, including one or more opinions of counsel satisfactory to Agent and the Lenders, which in their 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 5.16 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 6.3 7.3 and 6.7 7.7 hereof, at the time that Borrower or any Guarantor forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall (a) unless such new Subsidiary is a Foreign Subsidiary, cause such new Subsidiary to provide to Agent and Lenders a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder or a guaranty to become a Guarantor hereunder (as determined by Agent and Lenders in their sole discretion)Agent) hereunder, together with documentationsuch appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Agent and Lenders (including being sufficient to grant Agent and Lender a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary, in accordance with the terms of the Loan Documents), (b) provide to Agent and for the benefit of the Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary (or if such new Subsidiary is a Foreign Subsidiary, not more than sixty five percent (65%) of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any such Foreign Subsidiary which shares entitle the holder thereof to vote for directors or any other matter), in form and substance satisfactory to Agent and Lenders; Agent, and (c) provide to Agent and Lenders Agent, for the benefit of the Lenders, all other documentation reasonably requested by Agent or the Lenders in connection therewith, in form and substance reasonably satisfactory to Agent and Lenders, including one or more opinions of counsel satisfactory to Agent and Lenders, which in their opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to aboveAgent. Any document, agreement, or instrument executed or issued pursuant to this Section 5.16 6.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 6.3 and 6.7 hereof, at the time that Borrower or any Guarantor forms any Subsidiary or acquires any Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall shall, (a) cause such new Subsidiary to provide to Agent and Lenders a joinder to this Agreement to cause such Subsidiary to become a co-borrower hereunder Borrower or a guaranty to become a secured Guarantor hereunder (as determined by Agent and Lenders in their its sole discretion), together with documentation, all in form and substance satisfactory to Agent and Lenders (including being sufficient to grant Agent Lenders a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Agent and Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent and Lenders; and (c) provide to Agent and Lenders all other documentation requested by Agent with respect thereto in form and substance satisfactory to Agent and Lenders, if requested by Agent, including one or more opinions of counsel satisfactory to Agent and Lenders, which in their 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 5.16 5.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 6.3 and 6.7 hereof, at the time that Borrower or any Guarantor forms any Subsidiary or acquires any Subsidiary after the Effective 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 or a guaranty to become a Guarantor hereunder (as determined by Agent and Lenders in their its sole discretion), together with documentation, all in form and substance satisfactory to Agent and Lenders (including being sufficient to grant Agent Lenders a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Agent and Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent and Lenders; and (c) provide to Agent and Lenders all other documentation in form and substance satisfactory to Agent and Lenders, including one or more opinions of counsel satisfactory to Agent and Lenders, which in their 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 5.16 5.11 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 6.3 7.3, 7.7 and 6.7 7.8 hereof, at the time that Borrower or any Guarantor forms any Subsidiary creates or acquires any Subsidiary after the Effective Date (including, without limitation, pursuant to a Division), Borrower and such Guarantor shall (a) cause such new Subsidiary to provide to Collateral Agent and Lenders a joinder to this Agreement to become a co-borrower hereunder or a guaranty Guaranty to become a Guarantor hereunder (as determined by Agent and Lenders in their sole discretion)hereunder, together with documentationsuch appropriate financing statements and/or Control Agreements, all in form and substance satisfactory to Collateral Agent and Lenders (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), (b) provide to Collateral Agent and Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance satisfactory to Agent and LendersCollateral Agent; and (c) provide to Collateral Agent and Lenders all other documentation in form and substance satisfactory to Agent and LendersCollateral Agent, including one or more opinions of counsel satisfactory to Agent and LendersCollateral Agent, which in their 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 5.16 6.10 shall be a Loan Document.

Formation or Acquisition of Subsidiaries. Notwithstanding and without limiting the negative covenants contained in Sections 6.3 7.3 and 6.7 7.7 hereof, at the time that Borrower or any Guarantor guarantor forms any direct or indirect Subsidiary or acquires any Subsidiary after the Effective Date (including, without limitation, pursuant to a Division)direct or indirect Subsidiary, 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 or a guaranty guarantor with respect to become a Guarantor hereunder (as determined by Agent and Lenders in their sole discretion)the Obligations, together with documentationsuch appropriate financing statements and/or control agreements, all in form and substance reasonably satisfactory to Administrative Agent and Lenders (including being sufficient to grant Agent Administrative Agent, for the ratable benefit of each Lender, a first priority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary), (b) provide to Administrative Agent and Lenders appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in such new Subsidiary, in form and substance reasonably satisfactory to Agent and Lenders; Administrative Agent, for the ratable benefit of each Lender (subject to the limitations in Section 4.4), and (c) provide to Administrative Agent and Lenders all other documentation in form and substance reasonably satisfactory to Agent and Lenders, including one or more opinions of counsel satisfactory to Agent and Lenders, which such party that in their its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any documentNotwithstanding the foregoing, agreementno newly formed or acquired Subsidiary that is a “controlled foreign corporation” (as defined in the IRC ) will be required to become a guarantor with respect to the Obligations, nor will Borrower be required to pledge more than 65% of the equity interests of any new formed or instrument executed or issued acquired Subsidiary that is a controlled foreign corporation. Administrative Agent shall promptly provide copies of any documents entered into pursuant to this Section 5.16 shall be a Loan Document6.7 to each Lender.