Common use of Creation/Acquisition of Subsidiaries Clause in Contracts

Creation/Acquisition of Subsidiaries. In the event any Borrower or any Subsidiary of any Borrower creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify the Collateral Agent of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by the Collateral Agent to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is a Domestic Subsidiary (except for a Domestic Subsidiary (1) substantially all of the assets of which consist of the equity interests of one or more Foreign Subsidiaries or (2) that is a subsidiary of a Foreign Subsidiary (each, an “Excluded Domestic Subsidiary”)), to cause such New Subsidiary to become either a co-Borrower hereunder, or a secured guarantor with respect to the Obligations; and (ii) with respect to New Subsidiaries owned directly by Borrower or a Guarantor, to grant and pledge to Collateral Agent a perfected security interest in (A) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary that is a Domestic Subsidiary (except if such New Subsidiary is an Excluded Domestic Subsidiary), or (B) 65% of the stock, units or other evidence of ownership held by Borrower or a Guarantor of any such New Subsidiary which is a Foreign Subsidiary or an Excluded Domestic Subsidiary.

Creation/Acquisition of Subsidiaries. In the event any Borrower or any Subsidiary of any Borrower creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify the Collateral Agent and the Lenders of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by the Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Domestic Foreign Subsidiary (except for a Domestic if such New Subsidiary (1) substantially all of the assets of which consist of solely holds the equity interests of one or more Foreign Subsidiaries or (2) that is a subsidiary of a Foreign Subsidiary (each, an “Excluded Domestic Subsidiary”)Subsidiaries), to cause such New Subsidiary to become either a co-Borrower hereunder, or a secured guarantor with respect to the Obligations; and (ii) with respect to New Subsidiaries owned directly by Borrower or a Guarantor, to grant and pledge to Collateral Agent a perfected security interest in (A) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary that is not a Domestic Foreign Subsidiary (except if such New Subsidiary is an Excluded Domestic Subsidiarysolely holds the equity interests of one or more Foreign Subsidiaries), or (B) 65% of the stock, units or other evidence of ownership held by Borrower or a Guarantor its Subsidiaries of any such New Subsidiary which is a Foreign Subsidiary or an Excluded Domestic Subsidiarysolely holds the equity interests of one or more Foreign Subsidiaries.

Creation/Acquisition of Subsidiaries. In the event any Borrower or any Subsidiary of any Borrower creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify the Collateral Agent and the Lenders of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by the Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is a Domestic not an Excluded Foreign Subsidiary (except for a Domestic if such New Subsidiary (1) substantially all of the assets of which consist of solely holds the equity interests of one or more Excluded Foreign Subsidiaries or (2) that is a subsidiary of a Foreign Subsidiary (each, an “Excluded Domestic Subsidiary”)Subsidiaries), to cause such New Subsidiary to become either a co-Borrower hereunder, or a secured guarantor with respect to the Obligations; and (ii) with respect to New Subsidiaries owned directly by Borrower or a Guarantor, to grant and pledge to Collateral Agent a perfected security interest in (A) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary Subsidiary, provided, however, that is a Domestic Subsidiary (except if such New Subsidiary is an Excluded Domestic Foreign Subsidiary (or Subsidiary that solely holds the equity interests of one or more Excluded Foreign Subsidiaries) and adverse tax consequences would result from the pledge of 100% of the stock, units or other evidence of ownership of such New Subsidiary), or (B) such pledge shall be limited to 65% of the stock, units or other evidence of ownership held by Borrower or a Guarantor of any such New Subsidiary which is a Foreign Subsidiary that entitle the holder thereof to vote for directors or an Excluded Domestic Subsidiaryany other matter.

Creation/Acquisition of Subsidiaries. In the event any Borrower or any Subsidiary of any Borrower creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify the Collateral Agent and the Lenders of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by the Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is a Domestic Subsidiary (except for a Domestic Subsidiary (1) substantially all of the assets of which consist of the equity interests of one or more Foreign Subsidiaries or (2) that is a subsidiary of a Foreign Subsidiary (each, an “Excluded Domestic Subsidiary”)), to cause such New Subsidiary to become either a co-Borrower hereunder, or a secured guarantor with respect to the Obligations; and (ii) with respect to New Subsidiaries owned directly by Borrower or a Guarantor, to grant and pledge to Collateral Agent a perfected security interest in (A) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary that is a Domestic Subsidiary (except if such New Subsidiary is an Excluded Domestic Subsidiary), or (B) 65% of the stock, units or other evidence of ownership held by Borrower or a Guarantor of any such New Subsidiary which is a Foreign Subsidiary or an Excluded Domestic Subsidiary.

Creation/Acquisition of Subsidiaries. In the event any Borrower or any Subsidiary of any Borrower creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly (and in any event on or prior to the next Reporting Date) notify the Collateral Agent Bank of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by the Collateral Agent Bank to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is a Domestic Subsidiary (except for a Domestic Subsidiary (1) substantially all of the assets of which consist of the equity interests of one or more Foreign Subsidiaries or (2) that is a subsidiary of a Foreign Subsidiary (each, an “Excluded Domestic Subsidiary”)), to cause such New Subsidiary to become either (A) a co-Borrower borrower hereunder, if such New Subsidiary is organized under the laws of the United States, or (B) a secured guarantor with respect to the Obligations, if such New Subsidiary is not organized under the laws of the United States; and (ii) with respect to New Subsidiaries owned directly by Borrower or a Guarantor, to grant and pledge to Collateral Agent Bank a perfected security interest in (Ax) 100% all of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary that is a Domestic Subsidiary organized under the laws of the United States and (except if such New Subsidiary is an Excluded Domestic Subsidiary), or (By) 65% all of the stock, units or other evidence of ownership held by Borrower or a Guarantor its Subsidiaries of any such New Subsidiary which is organized under the laws of a Foreign Subsidiary or an Excluded Domestic Subsidiaryjurisdiction outside of the United States (other than property that constitutes the capital stock of a controlled foreign corporation (as defined in the IRC), in excess of 65% of the voting power of all classes of capital stock of such controlled foreign corporations entitled to vote, if the grant of a security interest in such capital stock pursuant to this Agreement would result in material adverse “deemed dividend” tax consequences to Borrower due to the application of IRC §956).

Creation/Acquisition of Subsidiaries. In the event any Borrower or any Subsidiary of any Borrower creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify the Collateral Agent and the Original Lenders of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by the Collateral Agent or any other Original Lender to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is a Domestic Subsidiary (except for a Domestic Subsidiary (1) substantially all of the assets of which consist of the equity interests of one or more Foreign Subsidiaries or (2) that is a subsidiary of a Foreign Subsidiary (each, an “Excluded Domestic Subsidiary”)), to cause such New Subsidiary to become either a co-Borrower hereunder, or a secured guarantor with respect to the Obligations; and (ii) with respect to New Subsidiaries owned directly by Borrower or a Guarantorany Loan Party, to grant and pledge to Collateral Agent a perfected security interest in (A) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary that is a Domestic Subsidiary (except if such New Subsidiary is an Excluded Domestic Subsidiary), or (B) 65% of the stock, units or other evidence of ownership held by Borrower or a Guarantor any Loan Party of any such New Subsidiary which is a Foreign Subsidiary or an Excluded Domestic Subsidiary.

Creation/Acquisition of Subsidiaries. In the event any Borrower or any Subsidiary of any Borrower creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify the Collateral Agent and the Lenders of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by the Collateral Agent or the Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is not a Domestic Foreign Subsidiary (except for a Domestic if such New Subsidiary (1) substantially all of the assets of which consist of solely holds the equity interests of one or more Foreign Subsidiaries or (2) that is a subsidiary of a Foreign Subsidiary (each, an “Excluded Domestic Subsidiary”)Subsidiaries), to cause such New Subsidiary to become either a co-Borrower hereunder, or a secured guarantor with respect to the ObligationsObligations (other than MSC); and (ii) with respect to New Subsidiaries owned directly by Borrower or a Guarantor, to grant and pledge to Collateral Agent a perfected security interest in (A) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary that is not a Domestic Foreign Subsidiary (except if such New Subsidiary is an Excluded Domestic Subsidiarysolely holds the equity interests of one or more Foreign Subsidiaries), or (B) (1) 65% of the stock, units or other evidence of ownership which equity entitle the holder thereof to vote for directors or any other matter, and (2) 100% of the stock, units or other evidence of ownership, which equity do not entitle the holder thereof to vote for directors or any other matter, in each case held by Borrower or a Guarantor its Subsidiaries of any such New Subsidiary which is a Foreign Subsidiary or an Excluded Domestic Subsidiarysolely holds the equity interests of one or more Foreign Subsidiaries.

Creation/Acquisition of Subsidiaries. In the event any Borrower or any Subsidiary of any Borrower creates or acquires any Subsidiary after the Effective Date, Borrower or such Subsidiary shall promptly notify the Collateral Agent Lender of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by the Collateral Agent Lender to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is a Domestic Subsidiary (except for a Domestic if (x) such New Subsidiary (1) substantially all of the assets of which consist of solely holds the equity interests of one or more Foreign Subsidiaries or (2y) that is a subsidiary direct or indirect Subsidiary of a Foreign Subsidiary (each, an “Excluded Domestic Subsidiary”)), to cause such New Subsidiary to become either a co-Borrower hereunder, or a secured guarantor with respect to the Obligations; and (ii) with respect to New Subsidiaries owned directly by Borrower or a Guarantor, to grant and pledge to Collateral Agent Lender a perfected security interest in (A) 100% of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary that is a Domestic Subsidiary (except if (x) such New Subsidiary solely holds the equity interests of one or more Foreign Subsidiaries or (y) is an Excluded Domestic a direct or indirect Subsidiary of a Foreign Subsidiary), or (B) 65% of the stock, units or other evidence of ownership ownership, to the extent constituting Collateral, held by Borrower or a Guarantor of any such New Subsidiary which is a Foreign Subsidiary or an Excluded Domestic Subsidiaryin accordance with the terms of the Pledge Agreement.

Creation/Acquisition of Subsidiaries. In the event any Borrower Holdings or any Subsidiary of any Borrower Holdings creates or acquires any Subsidiary after the Effective DateDate that is not an Excluded Subsidiary, Borrower Holdings or such Subsidiary shall promptly notify the Collateral Agent Lenders of such creation or acquisition, and Borrower Holdings or such Subsidiary shall take all actions reasonably requested by the Collateral Agent Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause such New Subsidiary, if such New Subsidiary is a Domestic Subsidiary (except for a Domestic Subsidiary (1) substantially all organized under the laws of the assets of which consist of the equity interests of one or more Foreign Subsidiaries or (2) that is a subsidiary of a Foreign Subsidiary (eachUnited States, an “Excluded Domestic Subsidiary”)), to cause such New Subsidiary to become either a co-Borrower hereunder, or a secured guarantor with respect to the Obligations; and (ii) with respect to New Subsidiaries owned directly by Borrower or a Guarantor, to grant and pledge to Collateral Agent (for the ratable benefit of the Secured Parties) a perfected security interest in one hundred percent (A100%) 100% of the stock, units or other evidence of ownership held by Borrower Holdings or its Subsidiaries of any such New Subsidiary that which is a Domestic Subsidiary organized under the laws of the United States, and sixty-five percent (except if such New Subsidiary is an Excluded Domestic Subsidiary), or (B65%) 65% of the stock, units or other evidence of ownership held by Borrower Holdings or a Guarantor its Subsidiaries of any such New Subsidiary which is not organized under the laws of the United States; provided, that any Person who guarantees any Indebtedness incurred by either Borrower pursuant to (i) the Second Lien Note Purchase and Exchange Agreement, (ii) the Existing Notes or (iii) any Junior Indebtedness (or, in the case of each of the preceding clauses (i), (ii) and (iii), any Permitted Refinancing Indebtedness thereof) shall be required to become a Foreign Subsidiary or an Excluded Domestic SubsidiaryGuarantor hereunder.

Creation/Acquisition of Subsidiaries. In the event any Borrower Issuer or any Subsidiary of any Borrower Issuer creates or acquires any Subsidiary after the Effective DateDate that is not an Excluded Subsidiary, Borrower Issuer or such Subsidiary shall promptly notify the Collateral Agent Purchasers of such creation or acquisition, and Borrower Issuer or such Subsidiary shall take all actions reasonably requested by the Collateral Agent Purchasers to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause such New Subsidiary, if such New Subsidiary is a Domestic Subsidiary (except for a Domestic Subsidiary (1) substantially all organized under the laws of the assets of which consist of the equity interests of one or more Foreign Subsidiaries or (2) that is a subsidiary of a Foreign Subsidiary (each, an “Excluded Domestic Subsidiary”))United States, to cause such New Subsidiary to become either a co-Borrower hereunder, or a secured guarantor with respect to the Obligations; and (ii) with respect to New Subsidiaries owned directly by Borrower or a Guarantor, to grant and pledge to Collateral Agent (for the ratable benefit of the Secured Parties) a perfected security interest in one hundred percent (A100%) 100% of the stock, units or other evidence of ownership held by Borrower Issuer or its Subsidiaries of any such New Subsidiary that which is a Domestic Subsidiary organized under the laws of the United States, and sixty-five percent (except if such New Subsidiary is an Excluded Domestic Subsidiary), or (B65%) 65% of the stock, units or other evidence of ownership held by Borrower Issuer or a Guarantor its Subsidiaries of any such New Subsidiary which is not organized under the laws of the United States; provided, that any Person who guarantees any Indebtedness incurred by Issuer pursuant to (i) the First Lien Loan Agreement, (ii) the Existing Notes or (iii) any Junior Indebtedness (or, in the case of each of the preceding clauses (i), (ii) and (iii), any Permitted Refinancing Indebtedness thereof) shall be required to become a Foreign Subsidiary or an Excluded Domestic SubsidiaryGuarantor hereunder.

Creation/Acquisition of Subsidiaries. In the event any Borrower Holdings or any Subsidiary of any Borrower Holdings creates or acquires any Subsidiary after the Effective DateDate that is not an Excluded Subsidiary, Borrower Holdings or such Subsidiary shall promptly notify the Collateral Agent Lenders of such creation or acquisition, and Borrower Holdings or such Subsidiary shall take all actions reasonably requested by the Collateral Agent Lenders to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) to cause such New Subsidiary, if such New Subsidiary is a Domestic Subsidiary (except for a Domestic Subsidiary (1) substantially all organized under the laws of the assets of which consist of the equity interests of one or more Foreign Subsidiaries or (2) that is a subsidiary of a Foreign Subsidiary (eachUnited States, an “Excluded Domestic Subsidiary”)), to cause such New Subsidiary to become either a co-Borrower hereunder, or a secured guarantor with respect to the Obligations; and (ii) with respect to New Subsidiaries owned directly by Borrower or a Guarantor, to grant and pledge to Collateral Agent (for the ratable benefit of the Secured Parties) a perfected security interest in one hundred percent (A100%) 100% of the stock, units or other evidence of ownership held by Borrower Holdings or its Subsidiaries of any such New Subsidiary that which is a Domestic Subsidiary organized under the laws of the United States, and sixty-five percent (except if such New Subsidiary is an Excluded Domestic Subsidiary), or (B65%) 65% of the stock, units or other evidence of ownership held by Borrower Holdings or a Guarantor its Subsidiaries of any such New Subsidiary which is not organized under the laws of the United States; provided, that any Person who guarantees any Indebtedness incurred by Borrower pursuant to (i) [reserved], (ii) the Existing Notes or (iii) any Junior Indebtedness (or, in the case of each of the preceding clauses (i), (ii) and (iii), any Permitted Refinancing Indebtedness thereof) shall be required to become a Foreign Subsidiary or an Excluded Domestic SubsidiaryGuarantor hereunder.

Creation/Acquisition of Subsidiaries. In the event any Borrower or any Subsidiary of any Borrower creates or acquires any Subsidiary after the Effective DateSubsidiary, Borrower or such Subsidiary shall promptly (and in any event on or prior to the next Reporting Date) notify the Collateral Agent Bank of such creation or acquisition, and Borrower or such Subsidiary shall take all actions reasonably requested by the Collateral Agent Bank to achieve any of the following with respect to such “New Subsidiary” (defined as a Subsidiary formed after the date hereof during the term of this Agreement): (i) if such New Subsidiary is a Domestic Subsidiary (except for a Domestic Subsidiary (1) substantially all of the assets of which consist of the equity interests of one or more Foreign Subsidiaries or (2) that is a subsidiary of a Foreign Subsidiary (each, an “Excluded Domestic Subsidiary”)), to cause such New Subsidiary to become either (A) a co-Borrower borrower hereunder, if such New Subsidiary is organized under the laws of the United States, or (B) a secured guarantor with respect to the Obligations, if such New Subsidiary is not organized under the laws of the United States; and (ii) with respect to New Subsidiaries owned directly by Borrower or a Guarantor, to grant and pledge to Collateral Agent Bank a perfected security interest in (Ax) 100% all of the stock, units or other evidence of ownership held by Borrower or its Subsidiaries of any such New Subsidiary that is a Domestic Subsidiary organized under the laws of the United States and (except if such New Subsidiary is an Excluded Domestic Subsidiary), or (By) 65% all of the stock, units or other evidence of ownership held by Borrower or a Guarantor its Subsidiaries of any such New Subsidiary which is organized under the laws of a Foreign Subsidiary or an Excluded Domestic Subsidiaryjurisdiction outside of the United States (other than property that constitutes the capital stock of a controlled foreign corporation (as defined in the IRC), in excess of 65% of the voting power of all classes of capital stock of such controlled foreign corporations entitled to vote, if the grant of a security interest in such capital stock pursuant to this Agreement would result in material adverse “deemed dividend” tax consequences to Borrower due to the application of IRC §956) that constitutes Collateral hereunder.