Common use of New Subsidiaries Clause in Contracts

New Subsidiaries. If the Company or any Subsidiary forms or acquires any new direct or indirect Subsidiary, or any Subsidiary merges, amalgamates, or consolidates with or into any other Person and such Subsidiary is not the surviving entity as a result of such merger, amalgamation, or consolidation (any such surviving entity, a “Surviving Entity”), the Company agrees to, or to cause such Subsidiary or Surviving Entity to, concurrently with such formation, acquisition, merger, amalgamation or consolidation, as applicable, (i) provide notice to the Holder of such formation, acquisition, merger, amalgamation or consolidation, (ii) cause such newly formed or acquired Subsidiary or Surviving Entity to become a party to the Subsidiary Guarantee pursuant to an assumption agreement in form and substance acceptable to the Holder, and (iii) execute and/or deliver, and/or cause such newly formed or acquired Subsidiary or Surviving Entity and any other applicable Subsidiary to execute and/or deliver, such other agreements or documents as are determined by the Holder to be necessary or advisable in order for all of the capital shares in such newly formed or acquired Subsidiary or Surviving Entity to be pledged as additional collateral for the obligations of the Company under the Debentures and for such newly formed or acquired Subsidiary or Surviving Entity to pledge all of its assets as additional collateral for the obligations of the Company under the Debentures, and (iv) deliver to the Holder an opinion of counsel in form and substance acceptable to the Holder addressing, among other things, the due authorization, due execution and delivery and enforceability of the foregoing documents with respect to such Subsidiary or Surviving Entity.

New Subsidiaries. If Within 30 Business Days after the Company date of the acquisition or creation of any Subsidiary forms by the Borrower or acquires any new direct a Subsidiary of the Borrower or indirect in the case of a Minority ASC Entity or Non-Wholly Owned ASC Subsidiary which becomes a Wholly-Owned Subsidiary, such Person will cause to be delivered to the Agent for the benefit of the Lenders each of the following: (i) in the case of a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, a joinder to the Guaranty, the Guarantor Pledge Agreement and the Guarantor Security Agreement; (ii) in the case of a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, if such Subsidiary is a corporation, a limited liability company or any a partnership that has issued certificates evidencing ownership of interests therein, the capital stock or, if applicable, certificates of ownership of such limited liability company or partnership, as the case may be, of such Person pertaining thereto, together with duly executed stock powers or powers of assignment in blank affixed thereto; (iii) in the case of a Subsidiary mergesother than a Non-Wholly-Owned ASC Subsidiary, amalgamatesif such Subsidiary is a limited liability company or a partnership not described in clause (ii) immediately above, an acknowledgment of security interest of such limited liability company or consolidates partnership, as the case may be, with respect to the registration of the Lien on membership or into any partnership interests in such Subsidiary, as the case may be, of such Person which acknowledgment shall be in form and substance satisfactory to the Agent; (iv) a supplement to the appropriate schedules attached to the Collateral Documents to reflect the acquisition by the Borrower or, a Subsidiary (other Person than a Non-Wholly-Owned ASC Subsidiary) of the Borrower, of such Subsidiary, certified as true, correct and complete by the Authorized Officer of the relevant Credit Party (provided that the failure to deliver such supplement shall not impair the rights conferred under the Collateral Documents in after acquired Collateral and Pledged Collateral); (v) to the extent requested by Agent in its reasonable discretion, an opinion or opinions of counsel to the Borrower and such Subsidiary is not the surviving entity as (other than a result of such merger, amalgamation, or consolidation (any such surviving entity, a “Surviving Entity”Non-Wholly-Owned ASC Subsidiary), dated as of the Company agrees todate of delivery of any of the documents provided in the foregoing clause (i) and addressed to the Agent and the Lenders, or in form and substance reasonably acceptable to cause the Agent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.1.8), to the effect that: (A) such Subsidiary or Surviving Entity tois duly organized, concurrently with validly existing and in good standing in the jurisdiction of its organization, has the requisite power and authority to own its properties and conduct its business as then owned and then proposed to be conducted and is duly qualified to transact business and is in good standing in each jurisdiction listed on the schedule attached to such formationopinion; (B) the execution, acquisitiondelivery and performance of the Guaranty, merger, amalgamation or consolidationthe Guarantor Pledge Agreement and the Guarantor Security Agreement, as applicable, described in clause (i) provide notice of this Section 7.1.11, have been duly authorized by all requisite action (including any required shareholder, member or partner approval), such agreement has been duly executed and delivered and constitutes the valid and binding obligation of such Subsidiary, enforceable against such Subsidiary in accordance with its terms, except to the Holder extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors’ rights and remedies generally, or to general principles of equity, whether enforcement thereof is considered in a court of law or equity; and (C) all financing statements, instruments and documents are in a form which is sufficient to create a security interest in favor of the Agent in the Pledged Collateral and the Collateral, as the case may be; (vi) current copies of the charter documents, including, limited liability agreements and certificates of formation, partnership agreements and certificates of limited partnership, if applicable, and bylaws of such formationSubsidiary, acquisition, merger, amalgamation minutes of duly called and conducted meetings (or consolidation, (iiduly effected consent actions) cause such newly formed or acquired Subsidiary or Surviving Entity to become a party to the Subsidiary Guarantee pursuant to an assumption agreement in form and substance acceptable to the Holder, and (iii) execute and/or deliver, and/or cause such newly formed or acquired Subsidiary or Surviving Entity and any other applicable Subsidiary to execute and/or deliver, such other agreements or documents as are determined by the Holder to be necessary or advisable in order for all of the capital shares in Board of Directors, members, partners, or appropriate committees thereof (and, if required by such newly formed charter documents, bylaws or acquired Subsidiary or Surviving Entity to be pledged as additional collateral for the obligations by applicable laws, of the Company under shareholders, members or partners) of such Subsidiary authorizing the Debentures actions and for such newly formed or acquired Subsidiary or Surviving Entity to pledge all of its assets as additional collateral for the obligations of the Company under the Debentures, and (iv) deliver to the Holder an opinion of counsel in form and substance acceptable to the Holder addressing, among other things, the due authorization, due execution and delivery of documents described in this Section 7.1.11 and enforceability evidence satisfactory to the Agent (confirmation of the foregoing documents with respect receipt of which will be provided by the Agent to the Lenders) that such Subsidiary or Surviving Entityis Solvent as of such date and after giving effect to the execution of any of the documents required by clause (i) above.

New Subsidiaries. If Holdings, the Company Borrower or any Subsidiary Guarantor forms or acquires any a new direct wholly-owned Subsidiary (other than any Excluded Subsidiary) or indirect any Excluded Subsidiary ceases to be an Excluded Subsidiary, Holdings, the Borrower or any Subsidiary merges, amalgamates, or consolidates with or into any other Person and such Subsidiary is not the surviving entity as a result of such merger, amalgamation, or consolidation (any such surviving entity, a “Surviving Entity”), the Company Guarantor agrees to, within sixty (60) days (or such longer period agreed to cause by the Administrative Agent in its reasonable discretion) following such Subsidiary acquisition or Surviving Entity to, concurrently with such formation, acquisition, merger, amalgamation formation or consolidation, as applicable, cessation (i) provide notice to deliver to the Holder Administrative Agent all certificates, if any, representing the Stock of such formationSubsidiary (accompanied by undated stock powers, acquisition, merger, amalgamation or consolidationduly endorsed in blank) to the extent required by the Pledge and Security Agreement, (ii) cause such newly formed Subsidiary to join (A) this Agreement by executing this Agreement (or acquired Subsidiary or Surviving Entity to become a party to the Subsidiary Guarantee pursuant to an assumption agreement joinder hereto in form and substance reasonably acceptable to the Holder, Administrative Agent) as a Guarantor and (iiiB) execute and/or deliver, and/or cause the Pledge and Security Agreement pursuant to a joinder in form and substance reasonably satisfactory to Administrative Agent for the purposes of granting a security interest in such newly formed or acquired Subsidiary or Surviving Entity and any other applicable Subsidiary to execute and/or deliver, such other agreements or documents as are determined by Subsidiary’s Collateral for the Holder to be necessary or advisable in order for all benefit of the capital shares in such newly formed or acquired Subsidiary or Surviving Entity to be pledged Administrative Agent and the Secured Parties as additional collateral security for the obligations of the Company under the Debentures and for such newly formed or acquired Subsidiary or Surviving Entity to pledge all of its assets as additional collateral for the obligations of the Company under the DebenturesObligations, and (iv) at the request of the Administrative Agent, cause such Subsidiary to deliver documents of the type described in Section 3.1(c) with respect to such Subsidiary, (v) cause such Subsidiary (and the Loan Party that holds the Stock of such Subsidiary) to take all such further actions and execute all such further documents and instruments as required by the Pledge and Security Agreement and each other Security Document to duly perfected the Liens created by the Security Documents, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent and delivery of certificates evidencing Stock pledged thereunder (accompanied by undated stock powers) and (vi) if reasonably requested by Administrative Agent, deliver to the Holder an Administrative Agent a customary opinion of counsel in form and substance reasonably acceptable to the Holder Administrative Agent, addressing, among other customary things, the due authorization, due execution and delivery and enforceability of the foregoing documents with respect to such Subsidiary. Notwithstanding anything to the contrary contained herein or in any other Loan Document, the pledge of the Stock of any first-tier Foreign Subsidiary that is a CFC or Surviving Entityany Foreign Holdco, if any, shall be limited to sixty-six percent (66%) of the Stock of any such Person entitled to vote (within the meaning of Treasury Reg. Section 1.956-2(c)(2)) and one hundred percent (100%) of the non-voting Stock of any such Person.

New Subsidiaries. a) If the Company or any Subsidiary (other than an Excluded Subsidiary) forms or acquires any new direct or indirect Subsidiary (other than an Excluded Subsidiary), or any Subsidiary merges, amalgamates, or consolidates with or into any other Person and such Subsidiary is not the surviving entity as a result of such merger, amalgamation, or consolidation and such surviving entity is not an Excluded Subsidiary (any such surviving entity, a “Surviving Entity”), the Company agrees to, or to cause such Subsidiary or Surviving Entity to, concurrently with such formation, acquisition, merger, amalgamation or consolidation, as applicable, (i) provide notice to the Holder Lenders and the Collateral Agent of such formation, acquisition, merger, amalgamation or consolidation, (ii) amend the Pledge and Security Agreement pursuant to a pledge and security agreement addendum attached as Exhibit B to the Pledge and Security Agreement to reflect the addition of such capital stock and pledge the applicable capital stock to the Collateral Agent as additional collateral for the Obligations of the Company under this Agreement, (iii) cause such newly formed or acquired Subsidiary or Surviving Entity to (A) become a party to the Subsidiary Guarantee pursuant to an assumption agreement in the form and substance acceptable set forth on Annex 1 thereto, (B) become a party to the Holder, Pledge and Security Agreement pursuant to a joinder in form satisfactory to the Collateral Agent for the purposes of granting a security interest in such Subsidiary’s or Surviving Entity’s assets as additional security for the Obligations of the Company under this Agreement and (iiiC) execute and/or deliver, and/or cause become a party to the Intellectual Property Security Agreement pursuant to a joinder in form satisfactory to the Collateral Agent for the purposes of granting a security interest in such newly formed or acquired Subsidiary Subsidiary’s or Surviving Entity and any other applicable Subsidiary to execute and/or deliver, such other agreements or documents as are determined by the Holder to be necessary or advisable in order for all of the capital shares in such newly formed or acquired Subsidiary or Surviving Entity to be pledged Entity’s intellectual property as additional collateral security for the obligations of the Company under the Debentures and for such newly formed or acquired Subsidiary or Surviving Entity to pledge all of its assets as additional collateral for the obligations of the Company under the Debenturesthis Agreement, and (iv) deliver to the Holder Collateral Agent an opinion of counsel in form and substance acceptable to the Holder Collateral Agent, addressing, among other things, the due authorization, due execution and delivery and enforceability of the foregoing documents with respect to such Subsidiary or Surviving Entity and (v) to execute or deliver such other agreements, documents requested by the Collateral Agent in connection therewith. b) If the Company or any Subsidiary forms or acquires any new direct or indirect Excluded Subsidiary, or any Subsidiary merges, amalgamates, or consolidates with or into any other Person and such Subsidiary is not the surviving entity as a result of such merger, amalgamation, or consolidation and such surviving entity is an Excluded Subsidiary (any such surviving entity, a “Excluded Surviving Entity”), the Company agrees to, or to cause such Subsidiary or Excluded Surviving Entity to, concurrently with such formation, acquisition, merger, amalgamation or consolidation, (i) provide notice to the Lenders and the Collateral Agent of such formation, acquisition, merger, amalgamation or consolidation, (ii) amend the Pledge and Security Agreement pursuant to a pledge and security agreement addendum attached as Exhibit B to the Pledge and Security Agreement to reflect the addition of such capital stock and pledge the applicable capital stock (in accordance with the Pledge and Security Agreement) to the Collateral Agent as additional collateral for the obligations of the Company under this Agreement, (iii) take such other actions as Agent deems necessary or reasonably advisable to perfect the Collateral Agent’s security interest therein (including without limitation, executing and/or delivering to the Collateral Agent foreign law pledge agreements and such other documents requested by the Collateral Agent in connection therewith together with opinions of counsel (including foreign counsel, if applicable) in form and substance acceptable to the Collateral Agent, addressing, among other things, the due authorization, due execution and delivery and enforceability of the foregoing documents with respect to the pledge of the equity interest in such Excluded Surviving Entity. If any existing Excluded Subsidiary ceases to be an Excluded Subsidiary for any reason (including without limitation by operation of a change in applicable law) then, the Debtors (as defined in the Pledge and Security Agreement) agree to, within ten (10) Business Days (or such longer period as may be agreed to by the Collateral Agent in its reasonable discretion) after such existing Excluded Subsidiary ceases to be an Excluded Subsidiary, (i) amend the Pledge and Security Agreement to reflect the pledge of the additional equity interests not pledged prior to such time due to the operation of the Foreign Collateral Exclusion (as defined in the Pledge and Security Agreement) (such that 100% of the equity interests held by the Debtors (as defined in the Pledge and Security Agreement) shall then be pledged to the Collateral Agent as Collateral pursuant to the Pledge and Security Agreement), (ii) cause such former Excluded Subsidiary to (A) become a party to the Subsidiary Guarantee pursuant to an assumption agreement in the form set forth on Annex 1 thereto, (B) become a party to the Pledge and Security Agreement pursuant to a joinder in form satisfactory to the Collateral Agent for the purposes of granting a security interest in such former Excluded Subsidiary’s assets as additional security for the obligations of the Company under this Agreement and (C) become a party to the Intellectual Property Security Agreement pursuant to a joinder in form satisfactory to the Collateral Agent for the purposes of granting a security interest in such former Excluded Subsidiary’s intellectual property as additional security for the obligations of the Company under this Agreement, (iii) deliver to the Collateral Agent opinions of counsel (including foreign counsel, if applicable) form and substance acceptable to the Collateral Agent, addressing, among other things, the due authorization, due execution and delivery and enforceability of the foregoing documents with respect to such former Excluded Subsidiary and (iv) to execute or deliver such other agreements, documents requested by the Collateral Agent in connection therewith.

New Subsidiaries. a) If the Company or any Subsidiary (other than an Excluded Subsidiary) forms or acquires any new direct or indirect Subsidiary (other than an Excluded Subsidiary), or any Subsidiary merges, amalgamates, or consolidates with or into any other Person and such Subsidiary is not the surviving entity as a result of such merger, amalgamation, or consolidation and such surviving entity is not an Excluded Subsidiary (any such surviving entity, a “Surviving Entity”), the Company agrees to, or to cause such Subsidiary or Surviving Entity to, concurrently with such formation, acquisition, merger, amalgamation or consolidation, as applicable, (i) provide notice to the Holder of such formation, acquisition, merger, amalgamation or consolidation, (ii) amend the Pledge and Security Agreement pursuant to a pledge and security agreement addendum attached as Exhibit B to the Pledge and Security Agreement to reflect the addition of such capital stock and pledge the applicable capital stock to Agent (as defined in the Pledge and Security Agreement) as additional collateral for the obligations of the Company under this Debenture, (iii) cause such newly formed or acquired Subsidiary or Surviving Entity to (A) become a party to the Subsidiary Guarantee pursuant to an assumption agreement in the form and substance acceptable set forth on Annex 1 thereto, (B) become a party to the Holder, Pledge and (iii) execute and/or deliver, and/or cause Security Agreement pursuant to a joinder in form satisfactory to Agent for the purposes of granting a security interest in such newly formed or acquired Subsidiary Subsidiary’s or Surviving Entity and any other applicable Subsidiary to execute and/or deliver, such other agreements or documents as are determined by the Holder to be necessary or advisable in order for all of the capital shares in such newly formed or acquired Subsidiary or Surviving Entity to be pledged Entity’s assets as additional collateral security for the obligations of the Company under this Debenture and (C) become a party to the Debentures Intellectual Property Security Agreement pursuant to a joinder in form satisfactory to Agent (as defined in the Pledge and Security Agreement) for the purposes of granting a security interest in such newly formed or acquired Subsidiary Subsidiary’s or Surviving Entity to pledge all of its assets Entity’s intellectual property as additional collateral security for the obligations of the Company under the Debenturesthis Debenture, and (iv) deliver to the Holder Agent an opinion of counsel in form and substance acceptable to Agent (as defined in the Holder Pledge and Security Agreement), addressing, among other things, the due authorization, due execution and delivery and enforceability of the foregoing documents with respect to such Subsidiary or Surviving Entity and (v) to execute or deliver such other agreements, documents requested by the Agent in connection therewith. b) If the Company or any Subsidiary forms or acquires any new direct or indirect Excluded Subsidiary, or any Subsidiary merges, amalgamates, or consolidates with or into any other Person and such Subsidiary is not the surviving entity as a result of such merger, amalgamation, or consolidation and such surviving entity is an Excluded Subsidiary (any such surviving entity, a “Excluded Surviving Entity”), the Company agrees to, or to cause such Subsidiary or Excluded Surviving Entity to, concurrently with such formation, acquisition, merger, amalgamation or consolidation, (i) provide notice to the Holder of such formation, acquisition, merger, amalgamation or consolidation, (ii) amend the Pledge and Security Agreement pursuant to a pledge and security agreement addendum attached as Exhibit B to the Pledge and Security Agreement to reflect the addition of such capital stock and pledge the applicable capital stock (in accordance with the Pledge and Security Agreement) to Agent (as defined in the Pledge and Security Agreement) as additional collateral for the obligations of the Company under this Debenture, (iii) take such other actions as Agent deems necessary or reasonably advisable to perfect the Agent’s security interest therein (including without limitation, executing and/or delivering to Agent foreign law pledge agreements and such other documents requested by the Agent in connection therewith together with opinions of counsel (including foreign counsel, if applicable) in form and substance acceptable to Agent, addressing, among other things, the due authorization, due execution and delivery and enforceability of the foregoing documents with respect to the pledge of the Equity Interest in such Excluded Surviving Entity. If any existing Excluded Subsidiary ceases to be an Excluded Subsidiary for any reason (including without limitation by operation of a change in applicable law) then, the Debtors agree to, within ten (10) Business Days (or such longer period as may be agreed to by the Agent in its reasonable discretion) after such existing Excluded Subsidiary ceases to be an Excluded Subsidiary, (i) amend the Pledge and Security Agreement to reflect the pledge of the additional Equity Interests not pledged prior to such time due to the operation of the Foreign Collateral Exclusion (as defined in the Pledge and Security Agreement) (such that 100% of the Equity Interests held by the Debtors (as defined in the Pledge and Security Agreement) shall then be pledged to Agent as Collateral pursuant to the Pledge and Security Agreement), (ii) cause such former Excluded Subsidiary to (A) become a party to the Subsidiary Guarantee pursuant to an assumption agreement in the form set forth on Annex 1 thereto, (B) become a party to the Pledge and Security Agreement pursuant to a joinder in form satisfactory to Agent for the purposes of granting a security interest in such former Excluded Subsidiary’s assets as additional security for the obligations of the Company under this Debenture and (C) become a party to the Intellectual Property Security Agreement pursuant to a joinder in form satisfactory to Agent (as defined in the Pledge and Security Agreement) for the purposes of granting a security interest in such former Excluded Subsidiary’s intellectual property as additional security for the obligations of the Company under this Debenture, (iii) deliver to Agent opinions of counsel (including foreign counsel, if applicable) form and substance acceptable to Agent, addressing, among other things, the due authorization, due execution and delivery and enforceability of the foregoing documents with respect to such former Excluded Subsidiary and (iv) to execute or deliver such other agreements, documents requested by the Agent in connection therewith.

New Subsidiaries. If Simultaneously with the Company acquisition or creation of any Subsidiary forms or acquires any new direct or indirect Subsidiary, or any Subsidiary merges, amalgamates, or consolidates with or into any other Person and such Subsidiary is not cause to be delivered to the surviving entity as a result Agent for the benefit of such merger, amalgamation, or consolidation (any such surviving entity, a “Surviving Entity”), the Company agrees to, or to cause such Subsidiary or Surviving Entity to, concurrently with such formation, acquisition, merger, amalgamation or consolidation, as applicable, Lenders each of the following: (i) provide notice a Guaranty Agreement in a form acceptable to the Holder Agent pursuant to which such Subsidiary unconditionally guarantees payment of such formation, acquisition, merger, amalgamation or consolidation, the Obligations; (ii) cause such newly formed or acquired Subsidiary or Surviving Entity to become a party an opinion of counsel to the Subsidiary Guarantee pursuant dated as of the date of delivery of the Guaranty Agreement provided in the foregoing clause (i) and addressed to an assumption agreement the Agent and the Lenders, in form and substance reasonably acceptable to the HolderAgent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.01(b) hereof), to the effect that: (A) such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its organization, has the requisite power and authority to own its properties and conduct its business as then owned and then proposed to be conducted and is duly qualified to transact business and is in good standing as a foreign corporation or limited partnership in each other jurisdiction in which the character of the properties owned or leased, or the business carried on by it, requires such qualification; (B) the execution, delivery and performance of the Guaranty Agreement described in clause (i) of this Section 7.20 to which such Subsidiary is a signatory has been duly authorized by all requisite corporate or partnership action (including any required shareholder or partner approval), such agreement has been duly executed and delivered and constitutes the valid and binding obligation of such Subsidiary, enforceable against such Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity which may limit the availability of equitable remedies (whether in a proceeding at law or in equity); and (iii) execute and/or deliver, and/or cause such newly formed or acquired Subsidiary or Surviving Entity and any other applicable Subsidiary to execute and/or deliver, such other agreements or documents as are determined by the Holder to be necessary or advisable in order for all current copies of the capital shares in such newly formed or acquired Subsidiary or Surviving Entity to be pledged as additional collateral for the obligations charter documents, including partnership agreements and certificate of the Company under the Debentures and for such newly formed or acquired Subsidiary or Surviving Entity to pledge all of its assets as additional collateral for the obligations of the Company under the Debentureslimited partnership, if applicable, and (iv) deliver to the Holder an opinion bylaws of counsel in form and substance acceptable to the Holder addressingsuch Subsidiary, among other things, the due authorization, due execution and delivery and enforceability minutes of the foregoing documents with respect to such Subsidiary or Surviving Entity.duly

New Subsidiaries. If Simultaneously with the Company acquisition or creation of any Subsidiary forms or acquires any new direct or indirect Subsidiary, or upon any Subsidiary mergespreviously existing Persons becoming a Subsidiary, amalgamates, or consolidates with or into any other Person and such Subsidiary is not cause to be delivered to the surviving entity as a result Agent for the benefit of such merger, amalgamation, or consolidation (any such surviving entity, a “Surviving Entity”), the Company agrees to, or to cause such Subsidiary or Surviving Entity to, concurrently with such formation, acquisition, merger, amalgamation or consolidation, as applicable, Lenders each of the following: (i) provide notice an amendment to the Holder of this Agreement executed by such formation, acquisition, merger, amalgamation or consolidation, (ii) cause Subsidiary whereby such newly formed or acquired Subsidiary or Surviving Entity to become becomes a party to the Subsidiary Guarantee pursuant to an assumption agreement Borrower in form and substance acceptable to the Holder, Agent; (ii) an amendment to the Security Instruments executed by such Subsidiary whereby such Subsidiary grants to the Agent for the benefit of the Lenders a Lien on all its Collateral and such related Uniform Commercial Code financing statements and other instruments as required by the Agent; (iii) execute and/or deliver, and/or cause an amendment to the Subordination Agreement executed by such newly formed Subsidiary whereby such Subsidiary becomes a party thereto and agrees to subordinate its debt or acquired Subsidiary or Surviving Entity and obligations to any other applicable Subsidiary Borrower to execute and/or deliver, such other agreements or documents as are determined by the Holder to be necessary or advisable in order for all Obligations contemplated under any of the capital shares in such newly formed or acquired Subsidiary or Surviving Entity to be pledged as additional collateral for the obligations of the Company under the Debentures and for such newly formed or acquired Subsidiary or Surviving Entity to pledge all of its assets as additional collateral for the obligations of the Company under the Debentures, and Loan Documents; (iv) deliver to the Holder an opinion of counsel to such Subsidiary dated as of the date of delivery of the amendments provided in the foregoing clauses (i) and (ii) and addressed to the Agent and the Lenders, in form and substance reasonably acceptable to the Holder addressingAgent and substantially similar to the opinions of counsel to the Borrowers delivered on the Closing Date to the Lenders pursuant to Section 4.1 hereof; and (v) current copies of the charter or other organizational documents and bylaws of such Subsidiary, among minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, or appropriate committees thereof (and, if required by such charter or other thingsorganizational documents, bylaws or by applicable laws, of the due authorization, due shareholders) of such Subsidiary authorizing the actions and the execution and delivery of documents described in clauses (i) and enforceability (ii) of this Section 6.21 and evidence satisfactory to the Agent (confirmation of the foregoing documents with respect receipt of which will be provided by the Agent to the Lenders) that such Subsidiary or Surviving Entityis Solvent as of such date and after giving effect to the amendments to this Agreement and the Security Agreement.

New Subsidiaries. If the Company or any domestic Subsidiary forms (other than an Excluded Subsidiary) proposes to create, acquire or acquires capitalize any new direct domestic Subsidiary (other than an Excluded Subsidiary) in accordance with the terms and provisions hereof (whether pursuant to a Permitted Acquisition or indirect Subsidiary, or any Subsidiary merges, amalgamates, or consolidates with or into any other Person and such Subsidiary is not the surviving entity as a result of such merger, amalgamation, or consolidation (any such surviving entity, a “Surviving Entity”otherwise), the Company agrees toit shall first (or substantially concurrently with such creation, acquisition or to capitalization) (a) (1) cause such Subsidiary (other than Excluded Subsidiaries) to execute and deliver, to Agent a Guaranty or Surviving Entity to(2) execute and deliver a joinder agreement acceptable in form and substance to the Agent with respect to the Guaranty as the Agent shall require in its sole discretion and (b) cause such Subsidiary (other than Excluded Subsidiaries) to deliver, concurrently with such formation, acquisition, merger, amalgamation or consolidationexecute and deliver, as applicable, (i) provide notice to the Holder of such formationAgent appropriate corporate resolutions, acquisition, merger, amalgamation or consolidation, (ii) cause such newly formed or acquired Subsidiary or Surviving Entity to become a party to opinions and other documentation reasonably requested by the Subsidiary Guarantee pursuant to an assumption agreement Agent in form and substance acceptable reasonably satisfactory to the Holder, and (iii) execute and/or deliver, and/or cause such newly formed or acquired Subsidiary or Surviving Entity and any other applicable Subsidiary to execute and/or deliver, such other agreements or documents as are determined by the Holder to be necessary or advisable in order for all of the capital shares in such newly formed or acquired Subsidiary or Surviving Entity to be pledged as additional collateral for the obligations of the Company under the Debentures and for such newly formed or acquired Subsidiary or Surviving Entity to pledge all of its assets as additional collateral for the obligations of the Company under the Debentures, and (iv) deliver to the Holder an opinion of counsel in form and substance acceptable to the Holder addressing, among other things, the due authorization, due execution and delivery and enforceability of the foregoing documents Agent with respect to such Guaranty or joinder; provided, however, that, if such Subsidiary is a Foreign Subsidiary and its execution and delivery of the Guaranty or Surviving Entitya joinder with respect thereto would result in material adverse tax consequences to the Company and its Subsidiaries as a consequence of the operation of Section 956 of the Internal Revenue Code, then, for so long as such consequence would pertain, such Subsidiary shall not be required to execute and deliver the Guaranty or such joinder, or deliver the related resolutions, opinions or other documents, under this Section. If the Company or any Subsidiary, should acquire, create or capitalize any new Subsidiary, the Company shall promptly notify the Agent thereof and provided an updated Schedule 6.19 listing such new Subsidiary. If any Excluded Subsidiary shall cease to be an Excluded Subsidiary for any reason and to the extent any Excluded Subsidiary may do so without violating federal, state or local laws or regulations applicable to it, the Company shall promptly notify the Agent thereof and such Subsidiary shall promptly execute and deliver the Guaranty or joinder and deliver such other opinions, resolutions and other documentation as is provided above with respect to New Subsidiaries.

New Subsidiaries. No Company Entity will create or permit to exist any new subsidiary or joint venture. If a Company Entity desires to create or permit to exist any new subsidiary or joint venture, such Company Entity shall notify Lender in writing of (a) the name of such subsidiary or joint venture, (b) the jurisdiction of organization of such subsidiary or joint venture, (c) the owners and percentage interest of each such owner of such subsidiary or joint venture, and (d) the anticipated date of formation or creation of such subsidiary or joint venture. Lender shall either approve of or reject the creation or existence of such new subsidiary or joint venture by written notice to the Company within three business days after receipt of the notice required pursuant to the prior sentence; provided if Lender does not provide its written consent or rejection with such time, Lender will be deemed to have consented to such new subsidiary or joint venture; provided, further, that no consent deemed granted pursuant to such proviso shall apply to any Subsidiary forms future new subsidiary or acquires joint venture. If Lender consents to the formation of any new direct subsidiary or indirect joint venture (whether expressly or deemed consent as provided in the prior sentence) after the date of this Agreement (each, an “Approved Subsidiary, or any Subsidiary merges, amalgamates, or consolidates with or into any other Person and such Subsidiary is not the surviving entity as a result of such merger, amalgamation, or consolidation (any such surviving entity, a “Surviving Entity”), the Company agrees to, or to cause then such Approved Subsidiary or Surviving Entity to, concurrently with such formation, acquisition, merger, amalgamation or consolidation, as applicable, (i) provide notice to shall execute and deliver the Holder of such formation, acquisition, merger, amalgamation or consolidation, joinder contemplated by Section 5.8 hereof and (ii) cause such newly formed or acquired Subsidiary or Surviving will be considered a Guarantor and Company Entity to become a party to for all purposes under this Agreement. By executing and delivering the Subsidiary Guarantee pursuant to an assumption agreement in form and substance acceptable to the Holder, and joinder required under clause (iiii) execute and/or deliver, and/or cause such newly formed or acquired Subsidiary or Surviving Entity and any other applicable Subsidiary to execute and/or deliverabove, such other agreements or documents Approved Subsidiary will be deemed to have granted a security interest as contemplated under Section 2.4 of this Agreement in all of such Approved Subsidiary’s assets and Lender will be permitted to take such actions and make such filings as are determined by the Holder to be necessary or advisable contemplated in order for all Section 2.4 of the capital shares in such newly formed or acquired Subsidiary or Surviving Entity to be pledged as additional collateral for the obligations of the Company under the Debentures and for such newly formed or acquired Subsidiary or Surviving Entity to pledge all of its assets as additional collateral for the obligations of the Company under the Debentures, and (iv) deliver to the Holder an opinion of counsel in form and substance acceptable to the Holder addressing, among other things, the due authorization, due execution and delivery and enforceability of the foregoing documents this Agreement with respect to such Subsidiary or Surviving EntityApproved Subsidiary.

New Subsidiaries. a) If the Company or any Subsidiary (other than an Excluded Subsidiary) forms or acquires any new direct or indirect Subsidiary (other than an Excluded Subsidiary), or any Subsidiary merges, amalgamates, or consolidates with or into any other Person and such Subsidiary is not the surviving entity as a result of such merger, amalgamation, or consolidation and such surviving entity is not an Excluded Subsidiary (any such surviving entity, a “Surviving Entity”), the Company agrees to, or to cause such Subsidiary or Surviving Entity to, concurrently with such formation, acquisition, merger, amalgamation or consolidation, as applicable, (i) provide notice to the Holder of such formation, acquisition, merger, amalgamation or consolidation, (ii) amend the Pledge and Security Agreement pursuant to a pledge and security agreement addendum attached as Exhibit B to the Pledge and Security Agreement to reflect the addition of such capital stock and pledge the applicable capital stock to Agent as additional collateral for the obligations of the Company under this Debenture, (iii) cause such newly formed or acquired Subsidiary or Surviving Entity to (A) become a party to the Subsidiary Guarantee pursuant to an assumption agreement in the form and substance acceptable set forth on Annex 1 thereto, (B) become a party to the Holder, Pledge and (iii) execute and/or deliver, and/or cause Security Agreement pursuant to a joinder in form satisfactory to Agent for the purposes of granting a security interest in such newly formed or acquired Subsidiary Subsidiary’s or Surviving Entity and any other applicable Subsidiary to execute and/or deliver, such other agreements or documents as are determined by the Holder to be necessary or advisable in order for all of the capital shares in such newly formed or acquired Subsidiary or Surviving Entity to be pledged Entity’s assets as additional collateral security for the obligations of the Company under this Debenture and (C) become a party to the Debentures and Intellectual Property Security Agreement pursuant to a joinder in form satisfactory to Agent for the purposes of 4869-3989-5794v.7 granting a security interest in such newly formed or acquired Subsidiary Subsidiary’s or Surviving Entity to pledge all of its assets Entity’s intellectual property as additional collateral security for the obligations of the Company under the Debenturesthis Debenture, and (iv) deliver to the Holder Agent an opinion of counsel in form and substance acceptable to the Holder Agent, addressing, among other things, the due authorization, due execution and delivery and enforceability of the foregoing documents with respect to such Subsidiary or Surviving Entity and (v) to execute or deliver such other agreements, documents requested by the Agent in connection therewith. b) If the Company or any Subsidiary forms or acquires any new direct or indirect Excluded Subsidiary, or any Subsidiary merges, amalgamates, or consolidates with or into any other Person and such Subsidiary is not the surviving entity as a result of such merger, amalgamation, or consolidation and such surviving entity is an Excluded Subsidiary (any such surviving entity, a “Excluded Surviving Entity”), the Company agrees to, or to cause such Subsidiary or Excluded Surviving Entity to, concurrently with such formation, acquisition, merger, amalgamation or consolidation, (i) provide notice to the Holder of such formation, acquisition, merger, amalgamation or consolidation, (ii) amend the Pledge and Security Agreement pursuant to a pledge and security agreement addendum attached as Exhibit B to the Pledge and Security Agreement to reflect the addition of such capital stock and pledge the applicable capital stock (in accordance with the Pledge and Security Agreement) to Agent as additional collateral for the obligations of the Company under this Debenture, (iii) take such other actions as Agent deems necessary or reasonably advisable to perfect the Agent’s security interest therein (including without limitation, executing and/or delivering to Agent foreign law pledge agreements and such other documents requested by the Agent in connection therewith together with opinions of counsel (including foreign counsel, if applicable) in form and substance acceptable to Agent, addressing, among other things, the due authorization, due execution and delivery and enforceability of the foregoing documents with respect to the pledge of the equity interest in such Excluded Surviving Entity). If any existing Excluded Subsidiary ceases to be an Excluded Subsidiary for any reason (including without limitation by operation of a change in applicable law) then, the Debtors agree to, within ten (10) Business Days (or such longer period as may be agreed to by the Agent in its reasonable discretion) after such existing Excluded Subsidiary ceases to be an Excluded Subsidiary, (i) amend the Pledge and Security Agreement to reflect the pledge of the additional equity interests not pledged prior to such time due to the operation of the Foreign Collateral Exclusion (as defined in the Pledge and Security Agreement) (such that 100% of the equity interests held by the Debtors (as defined in the Pledge and Security Agreement) shall then be pledged to Agent as Collateral pursuant to the Pledge and Security Agreement), (ii) cause such former Excluded Subsidiary to (A) become a party to the Subsidiary Guarantee pursuant to an assumption agreement in the form set forth on Annex 1 thereto, (B) become a party to the Pledge and Security Agreement pursuant to a joinder in form satisfactory to Agent for the purposes of granting a security interest in such former Excluded Subsidiary’s assets as additional security for the obligations of the Company under this Debenture and (C) become a party to the Intellectual Property Security Agreement pursuant to a joinder in form satisfactory to Agent for the purposes of granting a security interest in such former Excluded 4869-3989-5794v.7 Subsidiary’s intellectual property as additional security for the obligations of the Company under this Debenture, (iii) deliver to Agent opinions of counsel (including foreign counsel, if applicable) form and substance acceptable to Agent, addressing, among other things, the due authorization, due execution and delivery and enforceability of the foregoing documents with respect to such former Excluded Subsidiary and (iv) to execute or deliver such other agreements, documents requested by the Agent in connection therewith.

New Subsidiaries. If Neither the Company or Parent Guarantor nor any Subsidiary forms shall, directly or acquires indirectly, organize, create, acquire or permit to exist any Subsidiary other than those listed on SCHEDULE 6.5 or reinstate Aspire Pharmaceuticals, LLC which has been administratively dissolved prior to the Closing Date; provided, however, that the Borrower Parties may create new wholly owned direct or indirect Subsidiarydomestic Subsidiaries and reinstate Aspire Pharmaceuticals, LLC after the Closing Date so long as at the time of the formation or reinstatement of any such direct or indirect Subsidiary of any Borrower Party, the Borrower Parties, or any Subsidiary merges, amalgamates, or consolidates with or into any other Person and such Subsidiary is not the surviving entity as a result of such merger, amalgamation, or consolidation (any such surviving entity, a “Surviving Entity”), the Company agrees to, or to cause such Subsidiary or Surviving Entity to, concurrently with such formation, acquisition, merger, amalgamation or consolidationthem, as applicableappropriate, shall (i) provide notice to the Holder of such formation, acquisition, merger, amalgamation or consolidation, (iia) cause such newly formed or acquired new Subsidiary or Surviving Entity reinstated Subsidiary to become provide to the Agent a party joinder agreement in the form of Exhibit G hereto (a "Guarantor Joinder Agreement"), a supplement to the Subsidiary Guarantee pursuant Guaranty, a supplement to an assumption agreement the Security Agreement, and such other security documents requested by the Agent in its discretion, together with appropriate UCC-1 financing statements, all in form and substance acceptable satisfactory to the HolderAgent, (b) provide to the Agent a pledge agreement and (iii) execute and/or deliverappropriate certificates and powers or UCC-1 financing statements, and/or cause pledging all direct or beneficial ownership interests in such newly formed or acquired new Subsidiary or Surviving Entity and any other applicable Subsidiary to execute and/or deliverreinstated Subsidiary, such other agreements or documents as are determined by the Holder to be necessary or advisable in order for all of the capital shares in such newly formed or acquired Subsidiary or Surviving Entity to be pledged as additional collateral for the obligations of the Company under the Debentures and for such newly formed or acquired Subsidiary or Surviving Entity to pledge all of its assets as additional collateral for the obligations of the Company under the Debentures, and (iv) deliver to the Holder an opinion of counsel in form and substance acceptable satisfactory to the Holder addressingAgent, among and (c) provide to the Agent all other thingsdocumentation, including one or more opinions of counsel satisfactory to the due authorizationAgent, due execution and delivery and enforceability of the foregoing documents which in its opinion is appropriate with respect to such formation or reinstatement and the execution and delivery of the applicable documentation referred to above. Upon execution and delivery of a Credit Agreement Supplement by each new or reinstated domestic Subsidiary, such domestic Subsidiary shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein. The execution and delivery of any Guaranty Joinder Agreement shall not require the consent of any Borrower Party hereunder. The rights and obligations of each Borrower Party hereunder shall remain in full force and effect notwithstanding the addition of any Guarantor hereunder. Any document, agreement or Surviving Entityinstrument executed or issued pursuant to this SECTION 7.21 shall be a "Loan Document" for purposes of this Agreement.

New Subsidiaries. If At the Company time that any Grantor forms any direct or any indirect Subsidiary forms or acquires any new direct or indirect SubsidiarySubsidiary after the Closing Date, or such Grantor shall (a) cause such new Subsidiary to provide to Agent a joinder to this Agreement, together with such other security documents (including Mortgages with respect to any Subsidiary merges, amalgamates, or consolidates with or into any other Person and such Subsidiary is not the surviving entity as a result Real Property of such merger, amalgamation, or consolidation (any such surviving entity, a “Surviving Entity”new Subsidiary), the Company agrees toas well as appropriate financing statements (and with respect to all property subject to a Mortgage, or fixture filings), all in form and substance satisfactory to cause such Subsidiary or Surviving Entity to, concurrently with such formation, acquisition, merger, amalgamation or consolidation, as applicable, Agent (iincluding being sufficient to grant Agent a first priority Lien (subject to Permitted Liens) provide notice in and to the Holder assets of such formation, acquisition, merger, amalgamation or consolidation, (ii) cause such newly formed or acquired Subsidiary Subsidiary), (b) provide to Agent a pledge agreement and appropriate certificates and powers or Surviving Entity to become a party to financing statements, hypothecating all of the Subsidiary Guarantee pursuant to an assumption agreement direct or beneficial ownership interest in such new Subsidiary, in form and substance acceptable satisfactory to the HolderAgent, and (iiic) execute and/or deliverprovide to Agent all other documentation, and/or cause such newly formed including updates to the Perfection Certificate and the other Schedules, hereto and one or acquired Subsidiary or Surviving Entity more opinions of counsel satisfactory to Agent, which in its opinion is appropriate with respect to the execution and any other applicable Subsidiary to execute and/or deliver, such other agreements or documents as are determined by the Holder to be necessary or advisable in order for all delivery of the capital shares applicable documentation referred to above (including policies of title insurance or other documentation with respect to all property subject to a Mortgage). Any document, agreement, or instrument executed or issued pursuant to this SECTION 24 shall be a Financing Document. Any new direct or indirect Subsidiary (whether by acquisition or creation) of any Grantor is required to (i) deliver a general continuing guaranty in such newly formed or acquired Subsidiary or Surviving Entity to be pledged as additional collateral for the obligations favor of the Company under Agent and the Debentures and for such newly formed or acquired Subsidiary or Surviving Entity to pledge all of its assets as additional collateral for the obligations of the Company under the DebenturesHolders (an "ADDITIONAL GUARANTY"), and (iv) deliver to the Holder an opinion of counsel identical in form and substance acceptable to the Holder addressingGuaranty (with such changes consequent to the identity of the new Subsidiary), among other things, and (ii) enter into this Agreement by executing and delivering in favor of Agent a supplement to this Security Agreement in the due authorization, due form of ANNEX 1 attached hereto. Upon the execution and delivery and enforceability of the foregoing documents with respect to such supplement by such new Subsidiary, such Subsidiary shall become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of any Additional Guaranty or Surviving Entityany instrument adding an additional Grantor as a party to this Agreement shall not require the consent of any Grantor hereunder. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor hereunder.