Common use of New Subsidiary Clause in Contracts

New Subsidiary. Neither Borrower nor any Guarantor shall create or cause to be created or to come into existence any new Subsidiary after the Closing Date, without complying with each of the following, all of which shall be in form and substance reasonably acceptable to Bank: (a) such new Subsidiary providing Bank with, at Bank’s option, (i) an unconditional guaranty of the Obligations, or (ii) a joinder to this Agreement and the Loan Documents pursuant to which such Subsidiary becomes a co-borrower and co-obligor hereunder and thereunder; (b) such Subsidiary pledging to Bank a perfected, first-lien security interest (subject to Permitted Liens) in and to substantially all of the assets of such Subsidiary (such pledge of assets being consistent with the pledge contained herein) pursuant to one or more security agreements, together with such appropriate Financing Statements, Control Agreements and other agreements necessary to grant and perfect such first-lien security interests; (c) if Borrower’s or such Guarantor’s ownership in such Subsidiary is certificated, the delivery to Bank of the original certificates evidencing Borrower’s or such Guarantor’s ownership in such Subsidiary, together with an original, executed stock or equity interest power in blank; (d) Borrower’s delivery to Bank of the organization and formation documents of such Subsidiary certified as true, accurate and correct by an officer of such Subsidiary, together with copies of any such resolutions (together with an original officer’s certificate certifying as the authenticity and continuing full force and effect of the same) reasonably required by Bank to evidence such Subsidiary’s authority to become, as applicable, a guarantor or co-borrower and co-obligor under this Agreement and the other Loan Documents and to pledge its assets as security for the Obligations; and (e) Borrower’s delivery to Bank of all other certificates, lien searches, good standings, consents and waivers reasonably required by Bank to evidence Bank’s perfected first lien security interest in and to such assets, each Subsidiary’s authority to enter into such agreements and such other matters as Bank deems necessary or appropriate in its reasonable business judgment. Notwithstanding the foregoing, in the event that Bank determines in its reasonable business judgment that any Foreign Subsidiary is not material to the business operations, collateral value or financial condition of Borrower and its Subsidiaries, taken as a whole, Borrower shall not be required to: (x) pledge more than sixty-five percent (65%) of voting equity interests in such Foreign Subsidiary; (y) cause such Subsidiary to join as a co-borrower or guarantor of the Obligations, or (z) cause such Foreign Subsidiary to pledge its assets as additional security for the Obligations, if any of the foregoing would result in subjecting such Foreign Subsidiary’s earnings and profits to United States corporate income taxation in accordance with IRC Section 956.

New Subsidiary. Neither Borrower nor any Guarantor shall create or cause With respect to be created or to come into existence any new Subsidiary (other than an Excluded Foreign Subsidiary or an Immaterial Subsidiary) created or acquired after the Closing DateEffective Date by the Borrower or any of its Subsidiaries (which, without complying with for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause each of its Subsidiaries to, promptly (i) execute and deliver to the followingAdministrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, all for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Subsidiaries, as applicable, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a closing certificate of such new Subsidiary, which certificate shall be in the form and substance reasonably acceptable satisfactory to Bank: the Administrative Agent, and (a) such new Subsidiary providing Bank with, at Bank’s option, (i) an unconditional guaranty of the Obligations, or (ii) a joinder to this Agreement and the Loan Documents pursuant to which such Subsidiary becomes a co-borrower and co-obligor hereunder and thereunder; (b) such Subsidiary pledging to Bank a perfected, first-lien security interest (subject to Permitted Liens) in and to substantially all of the assets of such Subsidiary (such pledge of assets being consistent with the pledge contained herein) pursuant to one or more security agreements, together with such appropriate Financing Statements, Control Agreements and other agreements necessary to grant and perfect such first-lien security interests; (civ) if Borrower’s or such Guarantor’s ownership in such Subsidiary is certificatedrequested by the Administrative Agent, the delivery to Bank of the original certificates evidencing Borrower’s or such Guarantor’s ownership in such Subsidiary, together with an original, executed stock or equity interest power in blank; (d) Borrower’s delivery to Bank of the organization and formation documents of such Subsidiary certified as true, accurate and correct by an officer of such Subsidiary, together with copies of any such resolutions (together with an original officer’s certificate certifying as the authenticity and continuing full force and effect of the same) reasonably required by Bank to evidence such Subsidiary’s authority to become, as applicable, a guarantor or co-borrower and co-obligor under this Agreement and the other Loan Documents and to pledge its assets as security for the Obligations; and (e) Borrower’s delivery to Bank of all other certificates, lien searches, good standings, consents and waivers reasonably required by Bank to evidence Bank’s perfected first lien security interest in and to such assets, each Subsidiary’s authority to enter into such agreements and such other matters as Bank deems necessary or appropriate in its reasonable business judgment. Notwithstanding the foregoing, in the event that Bank determines in its reasonable business judgment that any Foreign Subsidiary is not material deliver to the business operationsAdministrative Agent legal opinions relating to the matters described above, collateral value or financial condition of Borrower which opinions shall be in customary form and its Subsidiariessubstance, taken as a wholeand from counsel, Borrower shall not be required to: (x) pledge more than sixty-five percent (65%) of voting equity interests in such Foreign Subsidiary; (y) cause such Subsidiary reasonably satisfactory to join as a co-borrower or guarantor of the Obligations, or (z) cause such Foreign Subsidiary to pledge its assets as additional security for the Obligations, if any of the foregoing would result in subjecting such Foreign Subsidiary’s earnings and profits to United States corporate income taxation in accordance with IRC Section 956Administrative Agent.