Common use of Creation/Acquisition of Subsidiaries Clause in Contracts

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall promptly notify Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Agent or any Lender to cause each such Subsidiary, if it is a Domestic Subsidiary, to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Domestic Subsidiary (substantially as described on Exhibit A hereto); and (or, in Agent’s reasonable discretion) Borrower or such Subsidiary, as applicable, shall grant and pledge to Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of the new Subsidiary (provided that if such new Subsidiary is not a Domestic Subsidiary, the pledge shall not be for more than sixty-five percent (65%) of the outstanding shares of such Subsidiary) and shall execute and deliver to Agent such other agreements as Agent may require. Without limiting the foregoing, in the event that the operating agreement for ECL7 no longer restricts it from providing a guarantee or otherwise incurring debt, Borrower shall cause ECL7 to become a co-Borrower hereunder or, in Lenders’ reasonable discretion, to guarantee the Obligations of Borrower under the Loan Documents.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and and, for each such new Subsidiary which is not an MSC Subsidiary, take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary, if it is a Domestic Subsidiary, Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Domestic Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or, in Agent’s reasonable discretion) Borrower or such its Subsidiary, as applicable, ) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the new circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition approved by the Required Lenders (provided that if x) such new Foreign Subsidiary is not a Domestic Subsidiary, the pledge shall not be required to become a co-Borrower hereunder or guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (y) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the outstanding shares Shares of such Foreign Subsidiary) and shall execute and deliver to Agent such other agreements as Agent may require. Without limiting the foregoing, in the event that the operating agreement for ECL7 no longer restricts it from providing a guarantee or otherwise incurring debt, Borrower shall cause ECL7 to become a co-Borrower hereunder or, in Lenders’ reasonable discretion, to guarantee the Obligations of Borrower under the Loan Documents.

Creation/Acquisition of Subsidiaries. In Notwithstanding and without limiting the negative covenant contained in Section 7.3 hereof, in the event Borrower, Borrower or any of its Subsidiaries Subsidiary creates or acquires any Subsidiary, Borrower and such Subsidiary shall promptly notify Agent and each Lender Bank of the creation or acquisition of such new Subsidiary and and, at Bank’s request, in its sole discretion, take all such action as may be reasonably required by Agent or any Lender Bank to cause each such SubsidiarySubsidiary to, if it is a Domestic Subsidiaryin Bank’s sole discretion, to become a co-Borrower hereunder or to guarantee the Obligations of Borrower Guarantor under the Loan Documents and, in each case, and grant a continuing pledge and security interest in and to the assets of such Domestic Subsidiary (substantially as described on Exhibit A hereto); and (or, in Agent’s reasonable discretion) Borrower or such Subsidiary, as applicable, shall grant and pledge to Agent, for the ratable benefit of the Lenders, Bank a perfected security interest in the Shares of the new Subsidiary (provided that if such new Subsidiary is not a Domestic Subsidiary, the pledge shall not be for more than sixty-five one hundred percent (65100%) of the outstanding shares stock, units or other evidence of such ownership of each Subsidiary) and shall execute and deliver ; provided, that with respect to Agent such other agreements as Agent may require. Without limiting the foregoingany Foreign Subsidiary, in the event that Borrower and Bank mutually agree that (i) the operating agreement for ECL7 no longer restricts it from providing grant of a guarantee or otherwise incurring debtcontinuing pledge and security interest in and to the assets of any such Foreign Subsidiary, Borrower shall cause ECL7 to become a co-Borrower hereunder or, in Lenders’ reasonable discretion, to guarantee (ii) the guaranty of the Obligations of the Borrower under by any such Foreign Subsidiary and/or (iii) the Loan Documentspledge by Borrower of a perfected security interest in one hundred percent (100%) of the stock, units or other evidence of ownership of each Foreign Subsidiary, could reasonably be expected to have a material adverse tax effect on the Borrower, then the Borrower shall only be required to grant and pledge to Bank a perfected security interest in up to sixty-six percent (66%) of the stock, units or other evidence of ownership of such Foreign Subsidiary.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Closing Date, Borrower shall promptly notify Agent and each Lender provide prior written notice to Bank of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Agent or any Lender Bank to cause each such Subsidiary, if it is a Domestic Subsidiary, Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Domestic Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or, in Agent’s reasonable discretion) Borrower or such its Subsidiary, as applicable, ) shall grant and pledge to Agent, for the ratable benefit of the Lenders, Bank a perfected security interest in the Shares all of the new equity interests of each such newly created Subsidiary; provided, however, that solely in the circumstance in which Borrower or any Subsidiary (provided that if such new Subsidiary is not creates or acquires a Domestic Foreign Subsidiary, the pledge (i) such Foreign Subsidiary shall not be for more than sixty-five percent (65%) of the outstanding shares of such Subsidiary) and shall execute and deliver to Agent such other agreements as Agent may require. Without limiting the foregoing, in the event that the operating agreement for ECL7 no longer restricts it from providing a guarantee or otherwise incurring debt, Borrower shall cause ECL7 to become a co-Borrower hereunder or, in Lenders’ reasonable discretion, required to guarantee the Obligations of Borrower under the Loan DocumentsDocuments and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to the Bank a perfected security interest in more than sixty‑five percent (65%) of the stock, units or other evidence of ownership of such Foreign Subsidiary.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary (including, without limitation, pursuant to a Division), Borrower shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary, if it is a Domestic Subsidiary, Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Domestic Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or, in Agent’s reasonable discretion) Borrower or such its Subsidiary, as applicable, ) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of the new each such newly created Subsidiary (provided subject to the limitations in the definition of Shares); provided, however, that if solely in the circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, such new Foreign Subsidiary is not a Domestic Subsidiary, the pledge shall not be for more than sixty-five percent (65%) of the outstanding shares of such Subsidiary) and shall execute and deliver to Agent such other agreements as Agent may require. Without limiting the foregoing, in the event that the operating agreement for ECL7 no longer restricts it from providing a guarantee or otherwise incurring debt, Borrower shall cause ECL7 to become a co-Borrower hereunder or, in Lenders’ reasonable discretion, required to guarantee the Obligations of Borrower under the Loan DocumentsDocuments or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary (provided such Foreign Subsidiary shall be subject to the same negative pledge arrangement with Collateral Agent and the Lenders as if party hereto) if the aggregate value of cash and Cash Equivalents held or maintained by such Foreign Subsidiary does not exceed a book value of Two Million Five Hundred Thousand Dollars ($2,500,000.00) (or the Dollar equivalent thereof) at any time.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary, if it is a Domestic Subsidiary, Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Domestic Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or, in Agent’s reasonable discretion) Borrower or such its Subsidiary, as applicable, ) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of Shares; provided, however, that solely in the new circumstance in which Borrower or any Subsidiary (provided that if such new Subsidiary is not creates or acquires a Domestic Foreign Subsidiary, the pledge (i) such Foreign Subsidiary shall not be required to guarantee the Obligations of Borrower under the Loan Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty-five percent (65%) of the outstanding shares stock, units or other evidence of ownership of such Foreign Subsidiary) , if Borrower demonstrates to the reasonable satisfaction of Collateral Agent that such Foreign Subsidiary providing such guarantee or pledge and shall execute and deliver to Agent such other agreements as Agent may require. Without limiting the foregoing, in the event that the operating agreement for ECL7 no longer restricts it from security interest or Borrower providing a guarantee perfected security interest in more than sixty-five percent (65%) of the stock, units or otherwise incurring debt, Borrower shall cause ECL7 other evidence of ownership would create a present and existing adverse tax consequence to become a co-Borrower hereunder or, in Lenders’ reasonable discretion, to guarantee the Obligations of Borrower under the Loan DocumentsU.S. Internal Revenue Code.

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any Subsidiary, Borrower shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary, if it is a Domestic Subsidiary, Subsidiary to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Domestic Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or, in Agent’s reasonable discretion) Borrower or such its Subsidiary, as applicable, ) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of each such newly created Subsidiary; provided, however, that solely in the new 116496009v12 030690.000085 circumstance in which Borrower or any Subsidiary creates or acquires a Foreign Subsidiary in an acquisition permitted by Section 7.7 hereof or otherwise approved by the Required Lenders, (provided that if i) such new Foreign Subsidiary is not a Domestic Subsidiary, the pledge shall not be for more than sixty-five percent (65%) of the outstanding shares of such Subsidiary) and shall execute and deliver to Agent such other agreements as Agent may require. Without limiting the foregoing, in the event that the operating agreement for ECL7 no longer restricts it from providing a guarantee or otherwise incurring debt, Borrower shall cause ECL7 required to become a co-Borrower hereunder or, in Lenders’ reasonable discretion, or to guarantee the Obligations of Borrower under the Loan Documents.Documents and grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and

Creation/Acquisition of Subsidiaries. In the event Borrower, or any of its Subsidiaries creates or acquires any SubsidiarySubsidiary after the Effective Date, Borrower shall promptly notify provide prior written notice to Collateral Agent and each Lender of the creation or acquisition of such new Subsidiary and take all such action as may be reasonably required by Collateral Agent or any Lender to cause each such Subsidiary, if it is a Domestic Subsidiary, Subsidiary to become a co-Borrower co‑Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Domestic Subsidiary (substantially as described on Exhibit A hereto); and Borrower (or, in Agent’s reasonable discretion) Borrower or such its Subsidiary, as applicable, ) shall grant and pledge to Collateral Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares of Shares; provided, however, that solely in the new circumstances in which Borrower or any Subsidiary (provided that if such new Subsidiary is not creates or acquires a Domestic Foreign Subsidiary, the pledge (i) neither such Subsidiary shall not be for more than sixty-five percent (65%) of the outstanding shares of such Subsidiary) and shall execute and deliver to Agent such other agreements as Agent may require. Without limiting the foregoing, in the event that the operating agreement for ECL7 no longer restricts it from providing a guarantee or otherwise incurring debt, Borrower shall cause ECL7 to become a co-Borrower hereunder or, in Lenders’ reasonable discretion, required to guarantee the Obligations of Borrower under the Loan DocumentsDocuments or grant a continuing pledge and security interest in and to the assets of such Foreign Subsidiary, and (ii) Borrower shall not be required to grant and pledge to Collateral Agent, for the ratable benefit of Lenders, a perfected security interest in more than sixty five percent (65%) of the Shares of each such Subsidiary.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower shall provide Agent with at least thirty (30) days (or any such shorter period as Agent may accept in its sole discretion) prior written notice of its Subsidiaries creates or acquires intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon (a) such creation or, to the extent permitted hereunder, acquisition of any Subsidiary, and (b) any Subsidiary ceasing to be an Excluded Foreign Subsidiary, Borrower and such Subsidiary shall promptly notify Agent (and each Lender in any event within five (5) Business Days of the such creation or acquisition of such new Subsidiary and acquisition) take all such action as may be reasonably required by Agent or any Lender the Required Lenders to cause each such Subsidiary (other than an Excluded Foreign Subsidiary) to either, if it is a Domestic Subsidiaryin the discretion of Agent, to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Financing Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Domestic Subsidiary (substantially as described on Exhibit A hereto); and (or, in Agent’s reasonable discretion) Borrower or such Subsidiary, as applicable, shall grant and pledge to Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares stock, units or other evidence of the new ownership of each Subsidiary (except to the extent constituting Excluded Property) (the foregoing collectively, the “Joinder Requirements”); provided that if such new Subsidiary is not a Domestic Subsidiary, the pledge Borrower shall not be for more than sixty-five percent (65%) of permitted to make any Investment in such Subsidiary until such time as Borrower has satisfied the outstanding shares of such Subsidiary) and shall execute and deliver to Agent such other agreements as Agent may require. Without limiting the foregoing, in the event that the operating agreement for ECL7 no longer restricts it from providing a guarantee or otherwise incurring debt, Borrower shall cause ECL7 to become a co-Borrower hereunder or, in Lenders’ reasonable discretion, to guarantee the Obligations of Borrower under the Loan DocumentsJoinder Requirements.

Creation/Acquisition of Subsidiaries. In the event Borrower, Borrower shall provide Agent with at least ten (10) Business Days (or any such shorter period as Agent may accept in its sole discretion) prior written notice of its Subsidiaries creates or acquires intention to create or, to the extent permitted pursuant to this Agreement, acquire a new Subsidiary. Upon such creation or, to the extent permitted hereunder, acquisition of any Subsidiary, Borrower and such Subsidiary shall promptly notify Agent (and each Lender in any event within thirty (30) days of the such creation or acquisition of such new Subsidiary and acquisition) take all such action as may be reasonably required by Agent or any Lender the Required Lenders to cause each such Subsidiary (other than a Restricted Foreign Subsidiary) to either, if it is a Domestic Subsidiaryin the discretion of Agent, to become a co-Borrower hereunder or to guarantee the Obligations of Borrower under the Loan Financing Documents and, in each case, grant a continuing pledge and security interest in and to the assets of such Domestic Subsidiary (substantially as described on Exhibit A hereto); and (or, in Agent’s reasonable discretion) Borrower or such Subsidiary, as applicable, shall grant and pledge to Agent, for the ratable benefit of the Lenders, a perfected security interest in the Shares stock, units or other evidence of the new ownership of each Subsidiary (the foregoing collectively, the “Joinder Requirements”); provided that if such new Subsidiary is not a Domestic Subsidiary, the pledge Borrower shall not be for more than sixty-five percent (65%) of permitted to make any Investment in such Subsidiary until such time as Borrower has satisfied the outstanding shares of such Subsidiary) and shall execute and deliver to Agent such other agreements as Agent may require. Without limiting the foregoing, in the event that the operating agreement for ECL7 no longer restricts it from providing a guarantee or otherwise incurring debt, Borrower shall cause ECL7 to become a co-Borrower hereunder or, in Lenders’ reasonable discretion, to guarantee the Obligations of Borrower under the Loan DocumentsJoinder Requirements.

Creation/Acquisition of Subsidiaries. In Notwithstanding and without limiting the negative covenants contained in Section 7.3 and Section 7.7 hereof, in the event Borrower, that Borrower or any of its Subsidiaries Subsidiary creates or acquires any Domestic Subsidiary on or after the Effective Date (a “New Subsidiary”), Borrower shall promptly notify Agent and each Lender of the creation or acquisition of such new Subsidiary and provide prior notice to Bank and, at Bank request take all such action as may be reasonably required by Agent or any Lender Bank to cause each such Subsidiary, if it is a Domestic Subsidiary, New Subsidiary to become a co-Borrower hereunder borrower or to guarantee the Obligations of Borrower guarantor (as determined by Bank) under the Loan Documents and, in each case, and grant a continuing pledge and security interest in and to the assets of such Domestic New Subsidiary (substantially as described on Exhibit A hereto); , all pursuant to documentation reasonably acceptable to Bank (and (orincluding, without limitation, delivery to Bank of any stock certificates, units or other evidence of ownership in Agent’s reasonable discretion) respect of Subsidiaries of such New Subsidiary). Borrower or such Subsidiary, as applicable, shall grant and pledge to Agent, for the ratable benefit of the Lenders, Bank a first priority perfected security interest in the Shares stock, units or other evidence of the new ownership of each New Subsidiary (provided that if such new Subsidiary is not a Domestic Subsidiary, the pledge shall not be for more than sixty-five percent (65%) of the outstanding shares including delivery to Bank of such Subsidiary) and shall execute and deliver to Agent such stock, units or other agreements as Agent may requireevidence of ownership). Without limiting the foregoingIn addition, in the event that the operating agreement for ECL7 no longer restricts it from providing Borrower hereby agrees that, upon Bank’s request (a guarantee or otherwise incurring debt“Joinder Request”), Borrower shall cause ECL7 promptly take the actions contemplated herein with respect to become a co-Borrower hereunder or, in Lenders’ reasonable discretion, to guarantee the Obligations of Borrower under the Loan DocumentsJive Holdco.