Borrower Subsidiaries. To the extent permitted by this Agreement, it is anticipated that Borrower may create and invest in Borrower Subsidiaries for the purpose of developing and operating certain of the Projects and otherwise conducting the ordinary course of business of Borrower and the Projects, including, but not limited to the herein named Borrower Subsidiaries. Borrower, each Borrower Subsidiary and Lender agree that each Borrower Subsidiary shall be subject to and restricted by all the terms and conditions of this Agreement and the other Loan Documents to the same extent as Borrower, including restrictions relating to the establishment of Deposit Accounts, Lenders’ interests therein and control thereof. Additionally, Borrower, each Borrower Subsidiary and Lender agree that all of Borrower Subsidiary’s interest (other than the interest of any Borrower Subsidiary that is a foreign subsidiary (or any domestic subsidiary substantially all of the assets of which consist directly or indirectly of Equity Interests in any foreign subsidiary)) in any Collateral shall be subject to the Lender lien on and security interest therein and upon the creation of any other Borrower Subsidiary, Borrower shall assign and pledge to Agent Lender all Borrower’s ownership interests in such Borrower Subsidiary by executing a document substantially in the same form as the Pledge of Membership Interest and such other documentation as reasonably required by Agent Lender.
Appears in 3 contracts
Sources: Master Loan and Security Agreement, Master Loan and Security Agreement (iPic Entertainment Inc.), Master Loan and Security Agreement (iPic Entertainment Inc.)