Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion: (a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent; (b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be; (c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent; (d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and (e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Novelis Inc.), Credit Agreement (Novelis Inc.)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Note Party after the Closing Date), each Borrower agrees the Issuers agree promptly to do, or cause each of its Subsidiaries or Holdings to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent a duly-executed joinder agreement in the form of Exhibit 4.15 and such other duly-executed supplements and amendments to this Agreement in form and substance reasonably satisfactory to the Collateral Documents Agent and as the Administrative Agent reasonably deems necessary or reasonably advisable in order to ensure that each Subsidiary of Holdings (unless excluded pursuant to the succeeding provisos, or having assets (measured by book value and fair market value), and revenues, less than $50,000, an “Additional Guarantor”) guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that, unless the Issuer Representative and the Agent otherwise agree, in no event shall any Foreign Subsidiary (other than Constar UK) or any Subsidiary of any Foreign Subsidiary be required to join this Agreement or guaranty the payment of the Obligations;
(b) deliver to the Agent such duly-executed joinder and amendments to the applicable Collateral Documents, in form and substance reasonably satisfactory to the Agent and as the Agent reasonably deems necessary or advisable, in order to (i) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock EquivalentsEquivalents owned directly or indirectly by any Note Party, Intercompany Notes or any Additional Guarantor and other debt Securities (ii) effectively grant to the Agent, for the benefit of any Whollythe Secured Parties, a valid, perfected and enforceable first-Owned Subsidiary that are owned by priority security interest (or comparable right or interest) in all Collateral of each Note Party or each Additional Guarantor; provided, however, that, unless the Company Issuer Representative and the Agent otherwise agree, in no event shall Holdings or any of its Subsidiaries and requested be required to pledge (i) in excess of sixty-five percent (65%) of the outstanding Voting Stock of any Foreign Subsidiary (other than Constar UK, of which 100% of the outstanding Voting Stock shall be charged pursuant to the UK Charge Over Shares) that is a direct Subsidiary of Holdings or of any Domestic Subsidiary or (ii) unless such Stock is otherwise held directly by Holdings or any Domestic Subsidiary that is not a Subsidiary of any Foreign Subsidiary, any of the Stock of any Foreign Subsidiary or Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary. Notwithstanding anything to the contrary in this Agreement or any other Note Document, foreign law-governed equity pledge agreements are not required to be pledged by delivered with respect to the Administrative Agentpledge of the Stock or Stock Equivalents in Constar Holland or Constar Italy;
(bc) subject to the applicable limitations set forth in the Collateral Documents, deliver to the Administrative Agent the certificates (if any) all certificates, instruments and other documents representing all pledged or charged stock, pledged debt instruments representing such and all other Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securitiessecurities being pledged pursuant to the joinders, amendments and foreign agreements executed pursuant to clause (b) above, together with (i) in the case of such certificated pledged or charged stock and other certificated Stock and Stock Equivalents, undated stock powers or the local equivalent endorsed in blank and (ii) in the case of such Intercompany Notes pledged debt instruments and other certificated debt Securitiessecurities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agentpledgor;
(d) to take such other actions reasonably necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 2 contracts
Sources: Senior Secured Priming Super Priority Debtor in Possession Note Purchase Agreement (Constar International Inc), Restructuring and Lock Up Agreement (Constar International Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Effective Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Effective Date) and subject to Section 7.12 (Regulatory Consents), each the Borrower agrees promptly to do, or cause each Subsidiary of its Subsidiaries the Borrower to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly executed supplements and amendments to the Collateral Documents Guaranty (or, in the case of any Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that each Subsidiary of each Loan Party guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, in no event shall any Excluded Foreign Subsidiary be required to guaranty the payment of the Obligations, unless (x) the Borrower and the Administrative Agent otherwise agree or (y) such Excluded Foreign Subsidiary has entered into Guaranty Obligations in respect of other Indebtedness of the Borrower having substantially similar tax consequences;
(b) deliver to the Collateral Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) effectively grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities owned by any Loan Party and (ii) effectively grant to the Collateral Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest in all property interests and other assets of any Wholly-Owned Subsidiary that are owned by the Company Loan Party; provided, however, in no event shall (x) any Loan Party or any of its Subsidiaries and requested Subsidiaries, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary or (y) any assets of any Excluded Foreign Subsidiary be required to be pledged by pledged, unless the Borrower and the Administrative AgentAgent otherwise agree;
(bc) deliver to the Administrative Collateral Agent the certificates (if any) or all certificates, instruments and other documents representing such all Pledged Stock and all other Stock, Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities being pledged pursuant to the joinders, amendments and foreign agreements executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Knology Inc), Credit Agreement (Knology Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after Effective Date, the Closing Date), each Borrower agrees to do promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary of the Borrower that are owned by the Company Borrower or any of its Subsidiaries and requested to be pledged by the Administrative Agent; provided, however, that in no event shall the Borrower or any of its Subsidiaries be required to pledge in excess of 65% of the outstanding Stock of any Foreign Subsidiary or any of the stock of any Subsidiary of such Foreign Subsidiary;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Borrower or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary of any Loan Party that is a Domestic Subsidiary, cause such new Wholly-Owned Subsidiary (i) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the ratable benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(ed) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Amendment Agreement (Washington Group International Inc)
Additional Collateral and Guaranties. To (a) With --------------------------------------------------- respect to any new Subsidiary (other than any Excluded Foreign Subsidiary or any Shell Subsidiary) created or acquired after the extent Restatement Effective Date by the Company or any Domestic Subsidiary (which new Subsidiary, for the purposes of this paragraph (a), shall include any existing Significant Subsidiary that ceases to be an Excluded Foreign Subsidiary, any existing Shell Subsidiary that ceases to be a Shell Subsidiary and, at the request of the Administrative Agent, shall also include any Foreign Subsidiary (other than any Excluded Foreign Subsidiary) of the Company or any Domestic Subsidiary which is in existence on the Restatement Effective Date but does not execute a Subsidiary Guarantee on the Restatement Effective Date), the Company or its Subsidiaries, as applicable, shall promptly (i) execute and deliver to the relevant Trustee such amendments to the applicable Pledge Agreement, or such additional Pledge Agreement, as the Administrative Agent deems necessary or advisable in order to grant to such Trustee, as security for the Secured Obligations secured under such Pledge Agreement, a perfected priority security interest in the Capital Stock of such new Subsidiary which is owned by the Company or any of its Subsidiaries (other than an Excluded Foreign Subsidiary), (ii) deliver to such Trustee the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or such pledgor Subsidiary, as the case may be, or take such other perfection actions in respect of such Capital Stock as shall be reasonably requested by the Administrative Agent to perfect its security interest therein, (iii) cause such new Subsidiary to become a party to a Subsidiary Guarantee and the Security Agreement, (iv) take such actions as may be necessary or advisable to grant to the New Trustee perfected first priority and second priority security interests (subject to the Liens permitted by this Agreement) in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent, (v) deliver to the Administrative Agent on or before copies of the Closing Date (including documents specified in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing DateSection 9.1(b), each Borrower agrees promptly (c) and (d) with respect to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed such new Subsidiary and (vi) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in its reasonable discretion:form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(ab) subject With respect to applicable Requirements any new Excluded Foreign Subsidiary (other than any such Subsidiary which is of Lawthe type described in clause (i) or (iv) of the definition of Excluded Foreign Subsidiary in Section 1.1) created or acquired after the Restatement Effective Date by the Company or any of its Domestic Subsidiaries, the Company or such Domestic Subsidiary, as applicable, shall promptly (i) execute and deliver to the Administrative Agent such amendments or supplements to the Collateral Documents applicable Pledge Agreement, or such new Pledge Agreement, as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agentrelevant Trustee, as security for the benefit of the Secured PartiesObligations secured under such Pledge Agreement, a perfected first priority security interest in the assets, Capital Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned such new Subsidiary that are which is owned by the Company or any of its Domestic Subsidiaries and requested (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be pledged by the Administrative Agent;
so pledged), (bii) deliver to the Administrative Agent such Trustee the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt SecuritiesCapital Stock, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securitiespowers, endorsed in blank, in each case executed and delivered by a Responsible Officer duly authorized officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents be and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(eiii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) Notwithstanding anything in this Section 10.11 to the contrary, (i) shares of the Capital Stock of Netherlands BV II and Netherlands BV IV shall not be required to be pledged hereunder, and shares of Capital Stock of any other Foreign Subsidiary shall not be required to be pledged hereunder to the extent that, in the good faith judgment of the Company, the pledging of such Capital Stock would result in adverse tax consequences to the Company or would be unlawful and (ii) so long as the Existing Accounts Receivable Financing Program or any similar program is in effect, the Receivables Subsidiary or any Subsidiary created under a subsequent receivables financing program shall not be required to become a party to a Subsidiary Guarantee or to create a security interest in any of its assets.
(d) With respect to any property of the type covered by the Security Agreement acquired after the Restatement Effective Date by the Company or any Subsidiary (other than any Excluded Joint Venture or any Shell Subsidiary, in each case so long as it qualifies as such) (other than (x) any property described in paragraph (a), (b) or (e) of this Section 10.11, (y) any property subject to a Lien expressly permitted by Section 11.4(m)(ii) and (z) property acquired by any Excluded Foreign Subsidiary) as to which the New Trustee under the New Trust Agreement does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to such Trustee, as security for the Secured Obligations secured under the Security Agreement, a security interest in such property and (ii) take all actions as may be necessary or advisable to grant to such Trustee, perfected first priority and second priority security interests in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(e) With respect to any fee interest in (A) any real property having a value (together with improvements thereof) of at least $1,000,000 acquired after the Restatement Effective Date by the Company or any Subsidiary and (B) any Excluded Real Property, having a value (together with improvements thereof) of at least $1,000,000, not disposed of within 180 days after the Restatement Effective Date (in each case, other than (x) any such real property subject to a Lien expressly permitted by Section 11.4(m)(ii) and (y) real property acquired or owned by any Excluded Foreign Subsidiary or any Excluded Joint Venture), promptly (i) execute and deliver two Mortgages, the first of which secures the First Priority Secured Obligations (as defined in the Security Agreement) and the second of which secures the Other Secured Obligations (as defined in the Security Agreement), each in favor of the New Trustee, covering such real property, and (ii) if requested by the Administrative Agent, (x) provide the Lenders with title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property as well as an ALTA survey thereof dated no earlier than 180 days prior to the date such real property was so acquired, together with a surveyor's certificate which certifies said survey to the Administrative Agent, and (y) use its reasonable efforts to cause to be provided any consents or estoppels in connection with such Mortgages, which, in the reasonable opinion of the Administrative Agent, are necessary to preserve the Lien of the Mortgages, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date) and except to the extent otherwise expressly provided under Section 7.13, each Loan Party shall, promptly (and, with respect to any Permitted Acquisition, within 45 days (or, in the case of clause (c) below, 90 days) of the consummation thereof or (in either case) such longer period of time agreed to by the Administrative Agent), each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower on the terms set forth in the Guaranty and Security Agreement; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party (excluding any Excluded Property, as defined in the Guaranty and Security Agreement) on the terms set forth in the Guaranty and Security Agreement; provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall, (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 65% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company (and subject to clause (z) hereafter) or any of its Subsidiaries and requested (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such Stock and all Stock, Stock Equivalents, Intercompany Notes other Securities, chattel paper and other debt Securitiesinstruments pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) upon request of the Administrative Agent, deliver to it a Mortgage on any real property owned by any Loan Party having a fair market value in excess of $15,000,000, together with all Mortgage Supporting Documents reasonably requested by the Administrative Agent relating thereto (or, if such real property is located in a jurisdiction outside the United States, similar documents reasonably deemed appropriate by the Administrative Agent to obtain, to the extent possible, the equivalent in such jurisdiction of a first-priority mortgage on such real property);
(d) subject to applicable Requirements the terms of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to Security Agreement, take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Lien has the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority reasonably acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including (x) the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
Agent may otherwise reasonably request, and (dy) with respect to take the outstanding Voting Stock of any Excluded Foreign Subsidiary required to be pledged hereunder (which shall specifically exclude Orgenics Ltd. and Orgenics International Holdings, B.V. for so long as the terms of the Indebtedness of any such other actions necessary orGroup Member prohibit such pledge or would give rise to an event of default thereunder), in the reasonable judgment upon request of the Administrative Agent, advisable pledge agreements and similar documents deemed appropriate by the Administrative Agent to ensure obtain and perfect a security interest or the validity or continuing validity equivalent under the laws of the guaranties or to createjurisdiction of organization of such Excluded Foreign Subsidiary, maintain or perfect in such Voting Stock; provided that the security interest documents required to be granted pursuant to under this clause (a), (by) or (c) above, including the filing shall be required only with respect to any Excluded Foreign Subsidiary which generates gross revenues on a consolidated basis with its Subsidiaries in any Fiscal Year of UCC financing statements greater than $25,000,000 (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation higher amount as may be required otherwise agreed to by the Administrative Agent);
(e) use commercially reasonable efforts to deliver to the Administrative Agent a landlord’s agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral Documents with a value in excess of $5,000,000 is stored or located, unless otherwise consented to by law the Administrative Agent, which agreement or as letter shall contain a customary waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location and shall otherwise be reasonably requested by the satisfactory in form and substance to Administrative Agent; and
(ef) if requested by the Administrative Agent, deliver to the Administrative Agent and the Lenders legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Alere Inc.)
Additional Collateral and Guaranties. To the extent any of the following documents shall not have been delivered to the Administrative Agent or any of the following actions shall not have been taken on or before the Closing Effective Date (including in respect regardless of after-acquired property and Persons that become Wholly-Owned Subsidiaries whether such documents could not have been delivered or such actions could not have been taken as of any Loan Party after the Closing Effective Date), each of the Company and each Borrower agrees to do promptly to do, or cause each of its Subsidiaries to do, each all of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of the Borrowers or any Wholly-Owned Material Subsidiary that are owned by the Company Company, any Borrower or any of its their respective Subsidiaries and requested to be pledged by the Administrative Agent;; provided, however, that in no event shall the Company, the Borrowers or any of their respective Subsidiaries be required to pledge in excess of 65% of the outstanding Stock of any Material Subsidiary that is not a Domestic Subsidiary or any of the Stock of any Subsidiary of any such Material Subsidiary; AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Company, such Borrower or such Subsidiary, as the case may be;
(c) subject to applicable Requirements in the case of Lawthe Company, any Borrower or in the case of any new Wholly-Owned Subsidiary, such Material Subsidiary that is a Domestic Subsidiary cause such new Subsidiary Person (i) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new SubsidiaryPerson, including the filing of UCC Uniform Commercial Code financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(ed) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Suntron Corp)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Effective Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Effective Date), each Borrower agrees Loan Party shall promptly to do, or cause each of its Subsidiaries to do, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Guaranty (or, in the case of any Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent reasonably determines are necessary in order to ensure that each Subsidiary of each Loan Party that has entered into Guaranty Obligations in respect of the Indebtedness of any Loan Party owing under the Term Loan Facility or any other Person that has entered into any such Guaranty Obligations guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, in no event shall any Excluded Foreign Subsidiary be required to guaranty the payment of the Obligations unless the Borrower Agent and the Administrative Agent otherwise agree and; provided, further, the terms of this clause (a) shall only apply to Material Domestic Subsidiaries of the Loan Parties solely after the satisfaction in full of all of the obligations outstanding under the Term Loan Facility and the Borrower Agent has provided the Administrative Agent evidence of the termination of such Term Loan Facility;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to (i) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities owned by any Loan Party or any Subsidiary of any WhollyLoan Party that has entered into Guaranty Obligations in respect of the Indebtedness of any Loan Party made under the Term Loan Facility or any other Person that has entered into any such Guaranty Obligations and (ii) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-Owned priority security interest in all property interests and other assets of any Loan Party or any Subsidiary of any Loan Party that are owned by has entered into Guaranty Obligations in respect of the Company Indebtedness of any Loan Party made under the Term Loan Facility or any other Person that has entered into any such Guaranty Obligations; provided, however, in no event shall (x) any Loan Party or any of its Subsidiaries and requested Subsidiaries, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary or (y) any assets of any Excluded Foreign Subsidiary be required to be pledged by pledged, unless the Borrower and the Administrative AgentAgent otherwise agree and; provided, further, the terms of this clause (b) shall only apply to Material Domestic Subsidiaries of the Loan Parties solely after the satisfaction in full of all of the obligations outstanding under the Term Loan Facility and the Borrower Agent has provided the Administrative Agent evidence of the termination of such Term Loan Facility;
(bc) deliver to the Administrative Agent the certificates (if any) or all certificates, instruments and other documents representing such all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities being pledged pursuant to the joinders, amendments and foreign agreements executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes Pledged Debt Instruments and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (J Crew Group Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) each Subsidiary of any Loan Party that is not an Excluded Foreign Subsidiary shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in all of its property that constitutes Collateral, including all of the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities it owns, as security for the Obligations of such Loan Party; provided, however, that notwithstanding any other provision in any Loan Document, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or (z) a security interest be required to be granted on, or a pledge required to be given of, any property of any Excluded Foreign Subsidiary or any of its Subsidiaries and requested to be pledged by the Administrative AgentExcluded Assets as security for any Obligation;
(b) deliver to the Administrative Agent all certificates representing Securities for corporations (and to the certificates extent any limited liability company or limited partnership has “opted into” Article 8 of the UCC pursuant to Section 8-103 of the UCC, for such limited liability company or limited partnership) pledged pursuant to the Guaranty and Security Agreement and delivered pursuant to clause (if anya) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securitiesabove, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject upon request of the Administrative Agent, deliver to applicable Requirements it (x) an appraisal complying with FIRREA, (y) within forty-five days after receipt of Lawnotice from the Administrative Agent that Material Real Property owned by the Loan Parties is located in a Special Flood Hazard Area, in the case of any new Wholly-Owned SubsidiaryFederal Flood Insurance as required by Section 7.5, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iiz) a Mortgage on any Material Real Property owned by any Loan Party, together with all necessary or advisable Mortgage Supporting Documents relating thereto (or, if such real property is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Administrative Agent to obtain the equivalent in such jurisdiction of a first-priority mortgage on such real property);
(d) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as Agent may be required by the Collateral Documents or by law or as may be otherwise reasonably requested by the Administrative Agentrequest; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent customary and favorable legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party; provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or any of its Subsidiaries and requested (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) upon request of the Administrative Agent, deliver to it a Mortgage on any real property owned by any Loan Party with a fair market value in excess of $250,000 and on any of its material leases, together with all Mortgage Supporting Documents relating thereto (or, if such real property or the real property subject to applicable Requirements such lease is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Administrative Agent to obtain the equivalent in such jurisdiction of Lawa first-priority mortgage on such real property or lease); AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary INC.
(id) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as Agent may be required by the Collateral Documents or by law or as may be otherwise reasonably requested by the Administrative Agentrequest; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Medical Staffing Network Holdings Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Effective Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party Group Member after the Closing DateEffective Date to the extent permitted under Sections 8.7 and 8.17), Holdings and each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent or the Collateral Documents Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and as the Administrative Agent or the Collateral Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Group Member that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Group Member shall guaranty, as primary obligor and not as surety, the payment of the Secured Obligations of the Borrower; and
(ii) Parent Holdings, Holdings, and each Group Member (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in all of the assets, Stock and Stock EquivalentsEquivalents of the Borrower (in the case of Holdings), Intercompany Notes all of the Stock and Stock Equivalents of Holdings, in the case of Parent Holdings, and all of its property, including all of its Stock and Stock Equivalents and other debt Securities Securities, (in the case of any Wholly-Owned Subsidiary that are owned by each Group Member) as security for the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;Secured Obligations.
(b) deliver to the Administrative Collateral Agent the certificates (if any) or instruments all documents representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) upon request of the Collateral Agent, deliver to it a Mortgage on any real property owned by any Group Member and on any of its leases, together with all Mortgage Supporting Documents relating thereto (or, if such real property or the real property subject to applicable Requirements such lease is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Collateral Agent to obtain the equivalent in such jurisdiction of Law, in the case of any new Whollya first-Owned Subsidiary, cause priority mortgage on such new Subsidiary real property or lease);
(i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iid) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Secured Obligation or any Lien securing any Secured Obligation, to perfect, maintain, evidence or enforce any Lien securing any Secured Obligation or to ensure such Liens have the same priority as that of the Liens on the Collateral set forth in the Loan Documents executed on the Effective Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as Agent may be otherwise reasonably requested by the Administrative Agentrequest; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions opinions, Constituent Documents and other documents relating to the matters described abovein this Section 7.10, which opinions and other documents shall be as reasonably required by, and in form and substance, substance (and from counsel, with respect to such legal opinions) reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in In respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party Group Member (excluding Excluded Subsidiaries) after the Initial Closing DateDate to the extent permitted under Section 7.17), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent or the Collateral Documents Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and as the Administrative Agent or the Collateral Agent deems necessary or reasonably advisable in order to ensure the following:
(A) each such Subsidiary shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower via a joinder to the Guaranty Agreement; and
(ii) each such Subsidiary shall effectively grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in all of the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities property of any Wholly-Owned such Subsidiary that are owned by constituting Collateral as security for the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;Obligations.
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be[reserved];
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary [reserved];
(i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iid) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Initial Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as Agent may be otherwise reasonably requested by the Administrative Agentrequest; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent such legal opinions opinions, organizational documents, certificates and other documentation relating to the matters described abovein this Section 6.18, which opinions as shall be in form and substance, and from counsel, reasonably satisfactory to required by the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Cinedigm Corp.)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Effective Date), each of Holdings and the Borrower agrees promptly to, and to do, or cause each of its their respective Subsidiaries to doto, promptly do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements any limitations imposed by any Requirement of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Material Subsidiary that are owned by the Company Holdings or any of its Subsidiaries and requested to be pledged by the Administrative Agent; provided, however, that in any event such pledge shall be limited to the extent necessary to avoid materially adverse tax consequences to the Borrower and its Subsidiaries taken as a whole; provided further, however, notwithstanding the foregoing, no more than 65% of the capital stock of each first tier Foreign Subsidiary of the Borrower shall be pledged to secure the Obligations of the Borrower;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of Holdings, the Company Borrower or such Subsidiary, as the case may be;
(c) subject to applicable Requirements any limitations imposed by any Requirement of LawLaw and only to the extent that the Borrower and its Subsidiaries (taken as a whole) shall not suffer any material adverse tax consequences as a result thereof, in the case of any new Wholly-Owned Material Subsidiary, cause such new Material Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Material Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) in the case of any such Material Subsidiary to which clause (c) above is not applicable, cause such new Material Subsidiary (i) to become a party to an Intercompany Guaranty and the applicable Intercompany Collateral Documents and (ii) to take such other actions necessary oror advisable to grant to an Intercompany Lender a perfected security interest in such Intercompany Collateral Documents with respect to such new Material Subsidiary, which security interest shall be assigned to the Administrative Agent for the benefit of the Secured Parties, including taking such additional actions in the reasonable judgment such jurisdictions as may be required by such Intercompany Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(e) subject to any limitations imposed by any Requirement of Law and only to the extent that the Borrower and its Subsidiaries (taken as a whole) shall not suffer any material adverse tax consequences as a result thereof, if at any time the (i) aggregate EBITDA of the Material Loan Parties for the most recently completed Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) is less than 80% of the aggregate EBITDA of the Borrower and all of its Subsidiaries, taken as a whole, for such period or (ii) the aggregate value of the total assets owned by the Material Loan Parties, as of the end the most recently completed Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) is less than 80% of the Consolidated Total Assets of the Borrower and its Subsidiaries, taken as a whole; then the Borrower shall take such actions necessary or advisable to ensure grant to the validity or continuing validity Administrative Agent for the benefit of the guaranties or to create, maintain or perfect the Secured Parties a perfected security interest required in additional assets of such other JD Entities (other than any Securitization Assets) to be granted pursuant the extent necessary, such that, after giving effect to clause such grants, the tests set forth in clauses (a), i)and (bii) or (c) aboveabove require no further action by the Borrower, including the filing of UCC financing statements (or the applicable equivalentequivalent perfection documents) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the applicable Collateral Documents or by law any Requirement of Law or such other actions as may be reasonably requested by the Administrative Agent;
(f) subject to any limitations imposed by any Requirement of Law and only to the extent that the Borrower and its Subsidiaries (taken as a whole) shall not suffer any material adverse tax consequences as a result thereof, if, solely due to currency fluctuations (and not to any repayment of principal owing under any Intercompany Note), at any time the aggregate Dollar Equivalent of all amounts of principal outstanding under the Intercompany Notes is less than 85% of the Dollar Equivalent of all amounts of principal outstanding under the Intercompany Notes on the Effective Date, then the Borrower shall take such actions necessary or advisable to (i) make such amendments to the terms of the Intercompany Loans, including amending the currency of, or the Dollar Equivalent value of, the obligations owing thereunder, as may be reasonably requested by the Administrative Agent and (ii) grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in additional assets of such other JD Entities (other than any Securitization Assets) as may be reasonably requested by the Administrative Agent, including the filing of UCC financing statements (or the applicable equivalent perfection documents) in such jurisdictions as may be required by the applicable Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent; and;
(eg) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each the Borrower agrees promptly to do, or cause each Subsidiary of its Subsidiaries the Borrower to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty (or, in the case of any Subsidiary of any Loan Party that is not a Domestic Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that each Subsidiary of each Loan Party guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that, unless (x) the Borrower and the Administrative Agent otherwise agree, or (y) such Subsidiary guarantees or otherwise becomes obligated under any Indebtedness of the Borrower or any of the Borrower’s other Domestic Subsidiaries, in no event shall any Non-U.S. Person be required to guaranty the payment of the Obligations;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Security Agreement and, if applicable, the other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that is not a Domestic Subsidiary and becomes a Guarantor pursuant to clause (a) above, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes all property interests and other debt Securities assets of any Wholly-Owned Subsidiary that are owned by the Company Loan Party or any Subsidiary of its Subsidiaries and requested to be pledged by the Administrative Agentany Loan Party constituting Collateral;
(bc) deliver to the Administrative Agent the certificates (if any) or all certificates, instruments representing such Stock and Stock Equivalents, Intercompany Notes and other documents representing all Pledged Instruments and all other debt SecuritiesSecurities constituting Collateral being pledged pursuant to the joinders, together with amendments and foreign agreements executed pursuant to clause (ib) above, in the case of such certificated Stock and Stock Equivalentseach case, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Tekni Plex Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. Obligations of such Loan Party; provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or any of its Subsidiaries and requested (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) upon request of the Administrative Agent, deliver to it a Mortgage on any real property owned by any Loan Party with a fair market value in excess of $250,000 and on any of its material leases, together with all Mortgage Supporting Documents relating thereto (or, if such real property or the real property subject to applicable Requirements such lease is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Administrative Agent to obtain the equivalent in such jurisdiction of Law, in the case of any new Whollya first-Owned Subsidiary, cause priority mortgage on such new Subsidiary real property or lease);
(id) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as Agent may be required by the Collateral Documents or by law or as may be otherwise reasonably requested by the Administrative Agentrequest; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Medical Staffing Network Holdings Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case, in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems reasonably necessary to ensure the following:
(i) each Wholly Owned Subsidiary of the Borrower that is not an Excluded Foreign Subsidiary (including any such Subsidiary acquired or reasonably advisable in order created after the Closing Date) shall be a Guarantor hereunder and under the Guaranty and Security Agreement; and TERM LOAN CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION]
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in all of its property (other than property of a type excluded from the assetsgranting clauses of the Guaranty and Security Agreement or constituting leased real property), including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party; provided, however, that in no event shall the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Wholly-Owned Excluded Foreign Subsidiary that are owned by the Company or any Subsidiary of its Subsidiaries and requested to be pledged by the Administrative Agentan Excluded Foreign Subsidiary;
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such all certificated Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities required to be pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements upon request of Lawthe Administrative Agent, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant deliver to the Administrative Agent a Mortgage on any real property owned by any Loan Party the fair market value of which exceeds $1,000,000 on the date of determination, together with all Mortgage Supporting Documents relating thereto (or, if such real property is located in a jurisdiction outside the United States, similar documents deemed reasonably necessary by the Administrative Agent to obtain the equivalent in such jurisdiction of a first-priority mortgage on such real property);
(d) to take all other actions reasonably necessary to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the benefit same priority as that of the Secured Parties a perfected security interest Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral described in such Collateral Documents with respect located outside the United States, a similar priority reasonably acceptable to such new Subsidiarythe Administrative Agent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) Agent may otherwise reasonably request and to take such other actions necessary or, in become a party to the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted Intercreditor Agreement as an "Obligor" pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) documents in such jurisdictions and, in the case of Real Property, title insurance, surveys form and such other supporting documentation as may be required by the Collateral Documents or by law or as may be substance reasonably requested by acceptable to the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Initial Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Initial Closing Date, other than Immaterial Subsidiaries and Unrestricted Subsidiaries), each of Ultimate Parent Co-Borrower, Holdco Co-Borrower, WII Co-Borrower, Parent and Arby’s Opco Borrower agrees promptly to do, or to cause each of its Domestic Subsidiaries (other than Immaterial Subsidiaries and Unrestricted Subsidiaries) to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent and the Collateral Agent such duly executed supplements and amendments to the Collateral Documents Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to grant to ensure that each Domestic Subsidiary (other than Unrestricted Subsidiaries and Immaterial Subsidiaries) of each Loan Party guaranties, as primary obligor and not as surety, the Administrative Agent, for the benefit full and punctual payment when due of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company Obligations or any part thereof; provided, however, that the Excepted Guarantors shall not be required to become party to the Guaranty prior to the earlier of its Subsidiaries (A) the repayment in full of all Indebtedness of such Loan Party identified on Schedule 7.11(a) that restricts the ability of such Loan Party to become party to the Guaranty and requested to be pledged by (B) the Administrative Agentend of the Refinancing Grace Period;
(b) deliver to the Administrative Agent and the certificates Collateral Agent such duly executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents, in each case in form and substance reasonably satisfactory to the Collateral Agent and as the Collateral Agent deems necessary or advisable in order to (if anyi) or instruments representing such effectively grant the Requisite Liens on the Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities owned by any Loan Party, (ii) effectively grant the Requisite Liens on all property interests and other assets (other than Real Property or any interest therein) of any Loan Party or any Subsidiary of any Loan Party and (iii) effectively grant the Requisite Liens on the Stock, Stock Equivalents and other debt Securities owned by, and all property interests and other assets (other than Real Property or any interest therein) of, each Person that becomes party to the Guaranty pursuant to clause (i) or (ii) of the proviso to Section 7.11(a) at the time each such Person becomes party to the Guaranty; provided, however, in no event shall any Loan Party or any of its Subsidiaries, individually or collectively, be required (i) to pledge any Stock of any Foreign Non-Guarantor other than of 65% of the outstanding Voting Stock of any Foreign Non-Guarantor that is a direct Subsidiary of a Loan Party and any Stock of any such entity that is not Voting Stock or (ii) to pledge any Stock of any Immaterial Subsidiary that is a Foreign Subsidiary;
(c) deliver to the Collateral Agent all certificates, instruments and other documents representing all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock Equivalents and other debt Securities being pledged pursuant to the joinders and amendments executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes Pledged Debt Instruments and other certificated debt Securities, instruments of transfer endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(cd) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent; and
(e) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.
(i) Upon receipt of the restaurant site itemization referred to in Section 6.13, the Administrative Agent shall calculate the ratio of (x) the aggregate Trailing 12-month Cash Flow (as specified on such itemization) of the restaurant sites upon which a perfected Lien of first-priority has been granted in favor of the Collateral Agent, for the benefit of the Secured Parties (or will be granted pursuant to Section 7.20), to (y) $200,000,000 (the “Collateral Coverage Ratio”). To the extent that the Collateral Coverage Ratio is less than 18%, the Administrative Agent may, in is sole discretion, request that a New Entity g▇▇▇▇ ▇ ▇▇▇▇ on additional restaurant sites which are fee-owned and operated by a New Entity such that the Collateral Coverage Ratio is restored to 20%. The Administrative Agent and the Ultimate Parent Co-Borrower shall within 30 days mutually agree upon the designation of such additional restaurant sites which are fee-owned and operated by the New Entities and on which a Lien shall be granted. If such an agreement cannot be reached within this period, the Administrative Agent shall, in its sole discretion, designate such additional restaurant sites which are fee-owned and operated by the New Entities (excluding restaurant sites which are put up for sale by the New Entities in good faith). In designating such additional restaurant sites which are fee owned and operated by the New Entities, the Administrative Agent shall use reasonable efforts to minimize the New Entities’ out-of-pocket costs, including (without limitation) mortgage recording taxes and title insurance premiums. Upon any such designation, the applicable New Entities owning such restaurant sites shall promptly, but not later than 90 days (or within such longer period as agreed thereto by the Administrative Agent, in its sole discretion, but in any event no later than within 150 days) thereafter, (i) execute and deliver a first priority Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such Real Properties, (ii) if requested by the Collateral Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such Real Property in an amount at least equal to 110% of the Real Estate Fair Value of such Real Properties (or such other amount as shall be reasonably specified by the Collateral Agent) together with such title endorsements as may be reasonably requested by the Collateral Agent, provided, however, that for any jurisdiction wherein a zoning endorsement is unavailable or the cost of the issuance of the zoning endorsement for such Real Property is calculated as a percentage of the premium for the applicable title insurance policy, in lieu of such zoning endorsement, the applicable New Entity shall deliver a zoning compliance report or a letter from the applicable municipality which demonstrates that the current use of such Real Property is in compliance with applicable zoning requirements and (A) a Survey certified to the Collateral Agent and the Title Insurance Company in a manner satisfactory to them, dated a date reasonably satisfactory to the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Collateral Agent and the Title Insurance Company, or (B) in the absence of a Survey, the title and extended coverage insurance shall not contain a general survey exception and shall contain, to the extent available in the particular jurisdiction and applicable to the particular property, a survey endorsement, an access endorsement, a contiguity endorsement and a comprehensive endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.
(ii) From time to time, each New Entity shall have the right to request a release of the Lien on one or more restaurant sites which are fee-owned and operated by a New Entity to the extent that in exchange a perfected Lien of first priority has been granted to the Collateral Agent, for the benefit of the Secured Parties, in one or more restaurant sites which are fee-owned and operated by a New Entity, reasonably acceptable to the Administrative Agent, so long as (I) the Ultimate Parent Co-Borrower has delivered to the Administrative Agent a certificate signed by a Responsible Officer of Ultimate Parent Co-Borrower certifying that (x) after giving effect to such an exchange, the Collateral Coverage Ratio equals or exceeds 20% and (y) the Trailing 12-month Cash Flow of the restaurant sites upon which a perfected Lien of first-priority has been granted pursuant to this clause (ii) is no less than the Trailing 12-month Cash Flow of the restaurant sites which are being replaced, and (II) the applicable New Entities owning such replacement sites shall have (x) executed and delivered a first priority Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such Real Properties, (y) provided the Secured Parties with (A) title and extended coverage insurance covering such Real Properties in an amount at least equal to 110% of the Real Estate Fair Value of such real properties (or such other amount as shall be reasonably specified by the Collateral Agent) together with such title endorsements as may be reasonably requested by the Collateral Agent, provided, however, that for any jurisdiction wherein a zoning endorsement is unavailable or the cost of the issuance of the zoning endorsement for such Real Property is calculated as a percentage of the premium for the applicable title insurance policy, in lieu of such zoning endorsement, the applicable New Entity shall deliver a zoning compliance report or a letter from the applicable municipality which demonstrates that the current use of such Real Property is in compliance with applicable zoning requirements, as well as (aa) a Survey certified to the Collateral Agent and the Title Insurance Company in a manner satisfactory to them, dated a date reasonably satisfactory to the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Collateral Agent and the Title Insurance Company, or (bb) in the absence of a Survey, the title and extended coverage insurance shall not contain a general survey exception and shall contain, to the extent available in the particular jurisdiction and applicable to the particular property, a survey endorsement, an access endorsement, a contiguity endorsement and a comprehensive endorsement, and (B) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgages, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (z) delivered to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent. If the conditions listed in the preceding sentence are met, the Administrative Agent shall instruct the Collateral Agent to release the Lien on such fee-owned restaurant sites which are being replaced.
(iii) If with respect to any Mortgaged Property (i) the applicable New Entity neither delivers a Survey complying with the requirements of Section 7.20(b)(i), nor delivers each of the title endorsements referred to in Section 7.20(b)(ii) with respect to the Collateral Agent’s title insurance policy issued with respect to such Mortgaged Property (such Mortgaged Property being referred to as a “Non-Survey Property”), and (ii) either (x) the Administrative Agent determines or becomes aware that the applicable restaurant building is not located on the land that is covered by the Collateral Agent’s title insurance policy issued with respect to such Non-Survey Property, or (y) (A) a third party makes a title claim with respect to such Non-Survey Property and (B) as a result thereof the applicable New Entity is no longer able to operate the restaurant located on such Non-Survey Property, and (C) the existence and potential adverse affect of such title claim would have been disclosed by a Survey of such Non-Survey Property, then, the Administrative Agent may, in its sole discretion, request that a New Entity g▇▇▇▇ ▇ ▇▇▇▇ on additional restaurant sites which are fee-owned and operated by a New Entity such that (aa) after giving effect thereto (excluding the Trailing 12-month Cash Flow of such Non-Survey Property), the Collateral Coverage Ratio equals or exceeds 20% and (bb) the Trailing 12-month Cash Flow of the restaurant sites upon which a perfected Lien of first-priority has been granted pursuant to this clause (iii) is no less than the Trailing 12-month Cash Flow of the Non-Survey Property. The Administrative Agent and Ultimate Parent Co-Borrower shall within 30 days mutually agree upon the designation of such additional restaurant sites which are fee-owned and operated by a New Entity and on which a Lien shall be granted. If such an agreement cannot be reached within this period, the Administrative Agent shall, in its sole discretion, designate such additional restaurant sites which are fee-owned and operated by a New Entity (excluding restaurant sites which are put up for sale by a New Entity in good faith). In designating such additional restaurant sites which are fee-owned and operated by a New Entity, the Administrative Agent shall use reasonable efforts to minimize the New Entities’ out-of-pocket costs, including (without limitation) mortgage recording taxes and title insurance premiums. Upon any such designation, the applicable New Entities owning such restaurant sites shall promptly, but not later than 90 days (or within such longer period as agreed thereto by the Administrative Agent, in its sole discretion, but in any event no later than within 150 days) thereafter, (i) execute and deliver a first priority Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such Real Properties, (ii) provide the Secured Parties with (x) title and extended coverage insurance covering such Real Properties in an amount at least equal to 110% of the Real Estate Fair Value of such Real Property (or such other amount as shall be reasonably specified by the Collateral Agent) together with such title endorsements as may be reasonably requested by the Collateral Agent, provided, however, that for any jurisdiction wherein a zoning endorsement is unavailable or the cost of the issuance of the zoning endorsement for such Real Property is calculated as a percentage of the premium for the applicable title insurance policy, in lieu of such zoning endorsement, the applicable New Entity shall deliver a zoning compliance report or a letter from the applicable municipality which demonstrates that the current use of such Real Property is in compliance with applicable zoning requirements, as well as (A) a Survey certified to the Collateral Agent and the Title Insurance Company in a manner satisfactory to them, dated a date reasonably satisfactory to the Collateral Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Collateral Agent and the Title Insurance Company, or (B) in the absence of a Survey, the title and extended coverage insurance shall not contain a general survey exception and shall contain, to the extent available in the particular jurisdiction and applicable to the particula
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that having become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), Holdings and each Borrower agrees promptly (and, for newly-created Subsidiaries, in any event within 10 Business Days after the creation of such Subsidiaries) to do, or cause each of its Subsidiaries to do, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver deliver, and cause their respective Subsidiaries to execute and deliver, to the Administrative Agent such supplements, amendments and joinders to the Collateral Documents (or, in the case of any such Subsidiary of the Borrower that is not a Domestic Subsidiary or holding shares in any Person that is not a Domestic Subsidiary, foreign charges, pledges and security agreements), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative AgentAgent or, for assets located in Australia, the Australian Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of owned by any Wholly-Owned Loan Party or Subsidiary thereof that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent; provided, however, that, unless the Company and the Administrative Agent otherwise agree or such pledge shall not have any material adverse tax consequences for the Company and its Subsidiaries, in no event shall any Loan Party or any Subsidiary thereof be required to pledge, in order to secure the Secured Obligations of the Company or any Subsidiary thereof that is a Domestic Person (other 122 CREDIT AGREEMENT SWIFT & COMPANY than the Guaranty Obligations thereof in respect of the Secured Obligations of any Subsidiary of the Company that is a Non-U.S. Person), (i) in excess of 65% of the outstanding Voting Stock of any Non-U.S. Person that is a direct Subsidiary of the Company or of any Subsidiary of the Company that is a Domestic Person or (ii) unless such Stock is otherwise held by the Company or any Subsidiary of the Company that is a Domestic Person, any of the Stock of any Subsidiary of such direct Subsidiary;
(b) cause their respective Subsidiaries to execute and deliver, to the Administrative Agent (i) such guaranties or supplements, amendments and joinders to the Domestic Guaranty, in the case of Domestic Subsidiaries, and (ii) otherwise to the Non-U.S. Guaranty, and such supplements, amendments and joinders to the Collateral Documents, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to ensure that (x) all Subsidiaries of the Company (other than Permitted Joint Ventures) guaranty, as primary obligor and not as surety, the full and punctual payment when due of the Obligations and (y) each such guaranty is secured by a valid, perfected and enforceable first-priority security interest granted to the Administrative Agent or, for assets located in Australia, the Australian Collateral Trustee, for the benefit of the Secured Parties over all of the assets (other than such assets as the Administrative Agent, in its sole discretion exercised reasonably, deems immaterial) of such Subsidiary (including the Collateral described in the Collateral Documents); provided, however, that, (A) unless the Company and the Administrative Agent otherwise agree or such guaranty shall not have any material tax consequences for the Company and its Subsidiaries, in no event shall any Non-U.S. Person be required to guaranty the payment of the Obligations owing by the Company or any Subsidiary thereof that is a Domestic Person (other than the Guaranty Obligations thereof in respect of the Secured Obligations of any Subsidiary of the Company that is a Non-U.S. Person), (B) unless the Borrower and the Administrative Agent otherwise agree or such pledge shall not have any material tax consequences for the Company and its Subsidiaries, in no event shall any Subsidiary of any Loan Party that is not a Domestic Person be required to grant a security interest on any of its assets to secure the Secured Obligations of the Company or any Subsidiary thereof that is a Domestic Person (other than the Guaranty Obligations thereof in respect of the Secured Obligations of any Subsidiary of the Company that is a Non-U.S. Person) and (iii) no Australian Borrower shall be required to guaranty its own Obligations;
(c) deliver to the Administrative Agent (or, for Australian Holdings and any of its Subsidiaries, the Australian Collateral Trustee) the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(cd) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary of any Loan Party that is a Domestic Subsidiary, cause such new Wholly-Owned Subsidiary (i) to execute a supplement, amendment or joinder or otherwise become a party to a the Domestic Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent (or, for Collateral located in Australia, the Australian Collateral Trustee) for the benefit of the Secured Parties a perfected security interest in 123 CREDIT AGREEMENT SWIFT & COMPANY the Collateral described in such the Collateral Documents with respect to such new Wholly-Owned Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent;
(e) in respect of each Subsidiary of Holdings or other Person entering into Guaranty Obligations of the Indebtedness of any Loan Party under any Permitted Unsecured Indebtedness or other Indebtedness permitted hereunder, to the extent not otherwise provided hereunder, provide to the Administrative Agent executed and delivered by such Person supplements to the Domestic Guaranty and joinder to the Pledge and Security Agreement and other amendments, supplements and joinders to the Collateral Documents executed by the appropriate parties to ensure that such Person guaranties the Secured Obligations and that the Administrative Agent (or, for assets located in Australia, the Australian Collateral Trustee) obtains, for the benefit of the Secured Parties, a security interest in all of the assets of such Person (unless, for assets not located in the United States and Australia, the Administrative Agent otherwise consents) and in all Stock and Stock Equivalents of such Person;
(f) within 30 days of the acquisition of any aircraft by any Loan Party, deliver to the Administrative Agent (or, if consented to by the Administrative Agent, the Australian Collateral Trustee) Aircraft Security Documents in form and substance satisfactory to the Administrative Agent for such aircraft; and
(eg) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (S&c Resale Co)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject With respect to applicable Requirements any new Subsidiary (other than an Excluded Foreign -78- 85
(b) With respect to any new Excluded Foreign Subsidiary created or acquired after the Initial Revolving Credit Funding Date by the Company or any of Lawits Domestic Subsidiaries, the Company or such Domestic Subsidiary, as applicable, shall promptly (i) execute and deliver to the Administrative Agent such amendments or supplements to the Collateral Documents Pledge Agreement, or such other security documents, as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative AgentTrustee, as security for the benefit of Secured Obligations secured under the Secured PartiesPledge Agreement, a perfected first priority security interest in the assets, Capital Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned such new Subsidiary that are which is owned by the Company or any of its Domestic Subsidiaries and requested (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be pledged by the Administrative Agent;
so pledged), (bii) deliver to the Administrative Agent Trustee the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt SecuritiesCapital Stock, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securitiespowers, endorsed in blank, in each case executed and delivered by a Responsible Officer duly authorized officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents be and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(eiii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) Notwithstanding anything in this Section 9.11 to the contrary, (i) shares of the Capital Stock of Netherlands BV II and Netherlands BV IV shall not be required to be pledged hereunder, and shares of Capital Stock of any other Foreign Subsidiary shall not be required to be pledged hereunder to the extent that, in the good faith judgment of the Company, the pledging of such Capital Stock would result in adverse tax consequences to the Company or would be unlawful and (ii) so long as the Existing Accounts Receivable Financing Program is in effect, the Receivables Subsidiary shall not be required to become a party to a Subsidiary Guarantee or to create a security interest in any of its assets.
Appears in 1 contract
Sources: Second Amended and Restated Credit Agreement (Federal Mogul Corp)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date Date, each Group Member shall, promptly (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries promptly upon acquisition or formation of any Loan Party after the Closing DateSubsidiary or interest described below), each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) each Subsidiary of any Loan Party that holds a direct or indirect interest in any Stock of Mortgage SPV shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrowers; and
(ii) each Loan Party shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assets, all of its Stock and Stock EquivalentsEquivalents that comprise such Loan Party’s direct or indirect interest in any Stock of Mortgage SPV, Intercompany Notes and other debt Securities as security for the Obligations of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agentsuch Loan Party;
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to Section 7.10(a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;Agent may otherwise reasonably request; and
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after Effective Date, the Closing Date), each Borrower agrees to do promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents or enter into such new Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary of the Borrower that are owned by the Company Borrower or any of its Subsidiaries and requested to Guarantor; provided that no such actions shall be pledged by required in any jurisdiction outside the Administrative AgentUnited States or Panama;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers or other instruments of transfer endorsed in blank and (iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Borrower or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary (other than a Captive Insurance Subsidiary) of any Loan Party, cause such new Wholly-Owned Subsidiary (other than a Captive Insurance Subsidiary) (i) to become a party to a Guaranty the Pledge and Security Agreement and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; provided that no such actions shall be required in any jurisdiction outside the United States;
(d) if the Borrower or any Guarantor acquires any marine vessel with a Fair Market Value in excess of $3,000,000 (other than any such marine vessel acquired with Indebtedness incurred under Section 8.1(d)), then the Borrower or the applicable Subsidiary (as applicable) shall, within 20 Business Days of such acquisition, execute and deliver such mortgages and other security instruments as shall be necessary to cause such vessel to become a Mortgaged Vessel subject to a perfected first-priority security interest; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that such legal opinions shall be no broader in form or scope than the legal opinions delivered on the Effective Date.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party Group Member (excluding Excluded Subsidiaries) after the Closing DateDate to the extent permitted under Section 7.17), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent or the Collateral Documents Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent and as the Administrative Agent or the Collateral Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Group Member that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Group Member shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Group Member (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;such Group Member.
(b) deliver to the Administrative Collateral Agent the certificates (if any) or instruments all documents representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) upon request of the Collateral Agent, deliver to it a Mortgage on any real property owned by any Loan Party and on any of its leases, together with all Mortgage Supporting Documents relating thereto (or, if such real property or the real property subject to applicable Requirements such lease is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Collateral Agent to obtain the equivalent in such jurisdiction of Law, in the case of any new Whollya first-Owned Subsidiary, cause priority mortgage on such new Subsidiary real property or lease);
(i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iid) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as Agent may be otherwise reasonably requested by the Administrative Agentrequest; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein this Section 6.18, which opinions shall be in form and substance, and from counsel, as reasonably satisfactory to required by the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Cinedigm Corp.)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect Date, each of after-acquired property Holdings and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to, and to do, or cause each of its their respective Subsidiaries to doto, promptly do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) with respect to any Material Subsidiary as of the Closing Date, subject to applicable Requirements any limitations imposed by any Requirement of Law, execute and deliver to the Administrative Agent such Collateral Documents and amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the applicable Secured Parties, a perfected first priority security interest (or equivalent under foreign law) (subject to Liens on the applicable assets otherwise permitted hereby) in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned such Material Subsidiary that are owned by the Company or any of its Subsidiaries and reasonably requested to be pledged by the Administrative AgentAgent within the applicable time period set forth on Schedule 7.14 (Post Closing Matters) following the Closing Date; provided, however, notwithstanding the foregoing, such actions shall not be required to the extent that, following any request by the Company, the Administrative Agent determines in its reasonable judgment that the costs or other consequences to the Company or its Subsidiaries of complying with any requirement in this clause (a) are excessive in view of the benefits to be obtained by the Secured Parties, giving due regard to all relevant circumstances including levels of Coverage EBITDA and Coverage Assets at the time of such determination;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of Holdings, the Company Borrower or such Subsidiary, as the case may be;
(c) with respect to any Person that becomes a Material Subsidiary after the Closing Date, subject to applicable Requirements any limitations imposed by any Requirement of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Material Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the applicable Secured Parties a perfected security interest (or the applicable equivalent under foreign law) in the Collateral described in such the applicable Collateral Documents with respect to such new Material Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent; provided, however, such actions shall not be required to the extent that, following any request by the Company, the Administrative Agent determines in its reasonable judgment that the costs or other consequences to the Company or its Subsidiaries of complying with any requirement in this clause (c) are excessive in view of the benefits to be obtained by the Secured Parties, giving due regard to all relevant circumstances including levels of Coverage EBITDA and Coverage Assets at the time of such determination;
(d) to if at any time the Collateral Coverage Requirement is not satisfied, then the Company shall take such other actions necessary oror advisable to cause one or more of its Subsidiaries that are not Loan Parties to become Loan Parties (whether or not constituting Material Subsidiaries) and to cause such Subsidiaries to comply with the requirements of clause (c) above as if such Subsidiaries were new Material Subsidiaries such that, after giving effect to the addition of such Subsidiaries as Loan Parties, the Collateral Coverage Requirement is satisfied; provided, however, such actions shall not be required to the extent that, following any request from the Company, the Administrative Agent determines in its reasonable judgment that the costs or other consequences to the Company or CREDIT AGREEMENT JOHNSONDIVERSEY, INC. its Subsidiaries of complying with any requirement in this clause (d) are excessive in view of the benefits to be obtained by the Secured Parties, giving due regard to all relevant circumstances including levels of Coverage EBITDA and Coverage Assets at the time of such determination;
(e) (i) in the event any Foreign Subsidiary incurs Guaranty Obligations (other than in connection with any Permitted Temporary Guaranty) with respect to any Indebtedness of Holdings, any Parent Entity, the Company or any Domestic Subsidiary, in each case where such Indebtedness constitutes “United States property” held by such Foreign Subsidiary within the reasonable judgment meaning of section 956 of the Code and has a principal amount in excess of $10,000,000 (such Indebtedness, “Supported U.S. Indebtedness”), the Company shall, upon the request of the Administrative Agent, advisable cause such Foreign Subsidiary to ensure become a party to a Guaranty with respect to the validity or continuing validity Obligations of the guaranties Company and any other Borrower that is a Domestic Subsidiary and (ii) in the event any Foreign Subsidiary pledges or to create, maintain grants a lien on or perfect the security interest required in any of its property for the benefit of secured parties with respect to be granted pursuant to clause (a)any Supported U.S. Indebtedness, (b) or (c) abovethe Company shall, including upon the filing request of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent, cause such Foreign Subsidiary to pledge or ▇▇▇▇▇ ▇ ▇▇▇▇ on or security interest in such property for the benefit of the Secured Parties with respect to the Obligations of the Company and any other Borrower that is a Domestic Subsidiary, in each case on a pari passu basis to the extent permitted by applicable law and by the terms of any prior pledges, liens or security interests; andprovided that if within 30 days after the receipt of a request from the Administrative Agent under this Section 7.11(e), such Guaranty Obligations, lien or security interest, as applicable, in each case with respect to the relevant Supported U.S. Indebtedness, is terminated, then neither the Company nor such Foreign Subsidiary shall be required to take any action pursuant to this Section 7.11(e) with respect to such Supported U.S. Indebtedness and the terminated Guaranty Obligations, lien or security interest;
(ef) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent;
(g) notwithstanding anything else in the Loan Documents, the Company shall have the right to cause any Foreign Subsidiary to guaranty any Obligation of the Company and the Senior Notes (any such guaranty, a “Permitted Temporary Guaranty”), for such period and on such terms as the Company shall determine in its sole discretion, and the Administrative Agent shall take such actions reasonably requested by the Company to effectuate such Permitted Temporary Guaranty; and
(h) notwithstanding anything in the foregoing clauses (a) through (d), (i) no Loan Party shall be required to take any action pursuant to any such foregoing clause if such action would reasonably be expected to result in any material adverse tax consequences to Holdings, the Company and its Subsidiaries taken as a whole; (ii) no more than 65% of each series of the Stock of each first tier Foreign Subsidiary of any Domestic Loan Party shall be required to be pledged to secure, or to directly or indirectly provide security for, any Obligation of any U.S. Borrower; (iii) no obligation of a Foreign Subsidiary held by any Domestic Loan Party shall be required to be pledged to secure, or to directly or indirectly provide security for, any Obligation of any U.S. Borrower; and (iv) no Foreign Subsidiary shall be required to guaranty, and no assets of any Foreign Subsidiary shall be required to be pledged to secure, or to directly or indirectly provide security for, any Obligation of any U.S. Borrower (for the avoidance of doubt, for purposes of this Section 7.11(e) and Section 7.12(b), the term “Obligation of any U.S. Borrower” shall not include any U.S. Borrower’s Guaranty of the Obligations of the Canadian Term Borrower or the Euro Term Borrower or any Additional Revolving Credit Borrower). CREDIT AGREEMENT JOHNSONDIVERSEY, INC.
Appears in 1 contract
Additional Collateral and Guaranties. (a) At least 15 Business Days prior to (i) entering into any Lease (other than a renewal of an existing Lease or a Non-Material Leasehold) for the principal place of business and chief executive office of the Borrower or any of its Subsidiaries or any other Lease (including any renewal) in which the annual rental payments are anticipated to equal or exceed $100,000 or (ii) acquiring of any material owned real property, the Borrower shall, and shall cause each such Subsidiary to, provide the Administrative Agent written notice thereof. Upon written request of the Administrative Agent or the applicable Collateral Agent, the Borrower shall, and shall cause each such Subsidiary to, execute and deliver to the applicable Collateral Agent, for the benefit of the Secured Parties, immediately upon the acquisition of any such Lease or owned real property a mortgage, deed of trust, assignment or other appropriate instrument evidencing a Lien upon any such Lease or real property, together with such title policies, certified surveys, and local counsel opinions with respect thereto and such other agreements, documents and instruments which the Administrative Agent or the applicable Collateral Agent deems necessary or desirable, the same to be in form and substance satisfactory to the Administrative Agent and the applicable Collateral Agent and to be subject only to (i) Liens permitted under SECTION 8.2 and (ii) such other Liens as the Administrative Agent may reasonably approve.
(b) To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property Effective Date, the Borrower shall, and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to do, or shall cause each of its Subsidiaries to doto, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
promptly (ai) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent and the applicable Collateral Agent such amendments to the Collateral Documents as the Administrative Agent or the applicable Collateral Agent deems necessary or reasonably advisable in order to grant to the Administrative applicable Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary that are of the Borrower owned by the Company Borrower or any of its Subsidiaries (subject to Customary Permitted Liens, the KBWB Lien and KNTV Call Right) and requested to be pledged by the Administrative Agent or the applicable Collateral Agent;
; (bii) deliver to the Administrative applicable Collateral Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank blank, and (iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Borrower or such Subsidiary, as the case may be;
, (ciii) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (iA) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iiB) to take such other actions necessary or advisable to grant to the Administrative applicable Collateral Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Subsidiary, including the filing of UCC Uniform Commercial Code financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
Agent and (eiv) if requested by the Administrative Agent or the applicable Collateral Agent, deliver to the Administrative Agent and such Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and such Collateral Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To Subject to the Collateral Agency and Intercreditor Agreement, to the extent not delivered to the Administrative Agent or Collateral Agent, as applicable, on or before the Closing Date (including in respect of after-acquired property Initial Utilization Date, the Parent and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees Applicants jointly and severally agree to do promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by following (in each case subject to the Administrative Agent in its reasonable discretion:Security Principles):
(a) subject execute and deliver and cause each Guarantor to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents or enter into such new Collateral Documents as are necessary, or deemed by the Administrative Agent deems necessary or the Collateral Agent to be reasonably advisable advisable, in order to grant to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary (other than Excluded Assets (as defined in the Pledge and Security Agreement) that are owned by the Company Parent, an Applicant or any other Guarantor and to perfect such Lien as a first-priority Lien (it being understood that such actions shall be required in the United States of its Subsidiaries and requested to be pledged by America and, at the reasonable request of the Administrative Agent, any other jurisdiction);
(b) deliver and cause each Guarantor to deliver to the Administrative Collateral Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers or other instruments of transfer endorsed in blank and (iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Parent, an Applicant or such Subsidiaryother Guarantor, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Material Wholly-Owned Subsidiary, cause such new Subsidiary (ix) in the case of any direct holder of equity interests in an Applicant, concurrently with such Person acquiring such equity interests in an Applicant and (y) otherwise, not later than 30 days (or such later date permitted by the Administrative Agent in its sole discretion) after the earlier of the date of delivery of any Compliance Certificate or the deadline for delivery of such Compliance Certificate, (A) to become a Guarantor, (B) to become a party to the Pledge and Security Agreement (as reaffirmed by the Reaffirmation Agreement) (or another security instrument executed and delivered by such Material Wholly-Owned Subsidiary in form and substance satisfactory to the Administrative Agent, pursuant to which such Material Wholly-Owned Subsidiary grants a Guaranty Lien to the Collateral Agent) and the applicable Collateral Documents or enter into new Collateral Documents and (iiC) to take such other actions necessary or advisable to grant to the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties Parties, a perfected security interest interest, and to perfect such security interest, in the Collateral described in such the Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent (it being understood that such actions shall be required in the United States of America and, at the reasonable request of the Administrative Agent or the Collateral Agent, any other jurisdiction); andprovided that if any non-U.S. Subsidiary is an Excluded Subsidiary solely as a result of such Subsidiary’s Guarantee having been prohibited by (A) any Governmental Authority with authority over such Subsidiary or (B) applicable law, or such Subsidiary’s Guarantee would result in a substantial risk to the officers or directors of such Subsidiary or a civil or criminal liability, at the reasonable request of the Administrative Agent or the Collateral Agent, the Parent shall diligently pursue any relevant governmental or third party consents or other authority to permit such Subsidiary to create or perfect a security interest in such Collateral or to mitigate such risk of liability.
(d) if any Credit Party owns or acquires any marine vessel other than an Excluded Vessel with a Fair Market Value in excess of $10,000,000.00, then such Credit Party shall execute and deliver such mortgages and other security instruments as shall be necessary to cause such vessel to become a Mortgaged Vessel subject to a perfected first-priority security interest (subject to any permitted Liens specified in the applicable Mortgage) within 20 Business Days of such Person becoming a Credit Party or such acquisition, as applicable;
(e) if the Fair Market Value of any marine vessel owned by any Credit Party (other than an Excluded Vessel) increases to an amount in excess of $10,000,000.00 because of improvements to such marine vessel, then such Credit Party shall, within 20 Business Days of a Responsible Officer of the Parent learning of such increase in Fair Market Value, execute and deliver such mortgages and other security instruments as shall be necessary to cause such vessel to become a Mortgaged Vessel subject to a perfected first-priority security interest (subject to any permitted Liens specified in the applicable Mortgage);
(f) if requested by the Administrative Agent or Collateral Agent, deliver to the Administrative Agent, the Collateral Agent and the other Secured Parties customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative such Agent.
Appears in 1 contract
Sources: Letter of Credit Agreement (McDermott International Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after Date, the Closing Date), each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(ai) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Material Subsidiary that which are owned by the Company Borrower or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
; PROVIDED, HOWEVER, that in no event shall the Borrower or any of its Subsidiaries be required to pledge in excess of 65% of the outstanding Stock of any Material Subsidiary that is not a Domestic Subsidiary, (bii) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank blank, and (iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Borrower or such Subsidiary, as the case may be;
, (ciii) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, such Material Subsidiary that is a Domestic Subsidiary cause such new Material Subsidiary (iA) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iiB) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Material Subsidiary, including the filing of UCC Uniform Commercial Code financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
Agent and (eiv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after Date, the Closing Date), each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(ai) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary that which are owned by the Company Borrower or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
; provided, however, that in no event shall the Borrower or any of its Subsidiaries be required to pledge in excess of 65% of the outstanding Voting Stock of any Subsidiary that is not a Domestic Subsidiary, (bii) deliver to the Administrative Collateral Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank blank, and (iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Borrower or such Subsidiary, as the case may be;
, (ciii) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, such Subsidiary that is a Domestic Subsidiary cause such new Subsidiary (iA) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iiB) to take such other actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Subsidiary, including the filing of UCC Uniform Commercial Code financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
Agent and (eiv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To (a) With respect to any property existing on the extent not delivered Closing Date or acquired after the Closing Date by any Loan Party that is required pursuant to the terms of any Loan Document to be subject to a perfected Lien in favor of the Administrative Agent on or before the Closing Date but is not so subject, promptly (including and in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party event within 30 days after the Closing Date), each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, each of the following, acquisition thereof unless otherwise agreed by the Administrative Agent in its reasonable discretion:
agrees to a longer period) (ai) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments or supplements to the relevant Collateral Documents or such other documents as the Administrative Agent deems shall reasonably request that are reasonably necessary or reasonably advisable in order to grant to the Administrative Agent, for its benefit and for the benefit of the applicable other Secured Parties, a perfected first priority security interest in the assetsLien on such property subject to no Liens other than Permitted Collateral Liens, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested (ii) take all actions necessary to cause such Lien to be pledged duly perfected to the extent required by such Collateral Documents in accordance with applicable Requirements of Law, including the filing of financing statements or other documents in such jurisdictions as may be reasonably requested by the Administrative Agent;.
(b) With respect to any Person that becomes a Subsidiary after the Closing Date, promptly:
(i) in the case of any Domestic Subsidiary other than a Securitization Subsidiary, (A) deliver to the Administrative Agent the certificates (certificates, if any) or instruments , representing the Stock of such Stock and Stock Equivalents, Intercompany Notes and other debt SecuritiesSubsidiary owned by any Domestic Loan Party, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case or other appropriate instruments of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case transfer executed and delivered in blank by a Responsible Officer duly authorized officer of the Company holder(s) of such Stock, and all intercompany notes owing from such Subsidiary to any Domestic Loan Party together with instruments of transfer executed and delivered in blank by a duly authorized officer of such Loan Party, (B) cause such new Subsidiary to execute joinder agreements to the Domestic Guaranty and the Domestic Security Agreement and (C) take and cause such Subsidiary to take all actions requested by the Administrative Agent that are reasonably necessary or advisable to cause the Liens created by the Domestic Security Agreement to be duly perfected to the extent required by such Subsidiary, as the case may be;
(c) subject to agreement in accordance with applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(dii) in the case of any Foreign Subsidiary organized under the laws of any Foreign Loan Party Jurisdiction other than a Securitization Subsidiary and (unless otherwise agreed by the Company) any limited purpose holding company formed in connection with the Specified Restructuring Transactions, except to take the extent counsel to the Loan Parties reasonably acceptable to the Administrative Agent determines that other action is advisable in order to guarantee, or create or perfect Liens to secure, the applicable Obligations (in which case, such other actions necessary orshall be taken unless the Administrative Agent determines in its reasonable discretion that the benefits afforded thereby are outweighed by the hardship of taking such action), (A) take such action as may be required to perfect the Lien of the Collateral Documents in the reasonable judgment Stock of such Foreign Subsidiary and (B) enter into supplements to the applicable Foreign Guaranty and the applicable Foreign Collateral Documents in order to guarantee or grant or perfect security interests in the assets of a Subsidiary from such jurisdiction or comparable additional Foreign Collateral Documents in order to guarantee and create and perfect security interests in the assets of such Foreign Subsidiary to secure the Foreign Obligations to substantially the same extent as was required for the Foreign Loan Parties on the Closing Date;
(iii) in the case of any Foreign Subsidiary organized under the laws of any jurisdiction other than a Foreign Loan Party Jurisdiction (other than a Securitization Subsidiary) the Stock of which is owned by any Domestic Loan Party, to the extent required by the Domestic Security Agreement, take such action as may be required to perfect the Lien of the Collateral Documents in the Stock of such Foreign Subsidiary; and
(iv) in the case of any Securitization Subsidiary, pledge the Stock of such Securitization Subsidiary to secure the Secured Obligations to the extent required by the definition of "Securitization Subsidiary."
(c) Promptly grant to the Administrative Agent, advisable to ensure the validity or continuing validity within 60 days of the guaranties or to createacquisition thereof, maintain or perfect the a security interest in and Mortgage on (i) each domestic Real Property owned in fee by any Loan Party as is acquired by such Loan Party after the Closing Date and that, together with any improvements thereon, individually has a fair market value of at least the Dollar Equivalent of $3.0 million, and (ii) unless the Administrative Agent otherwise consents, each leased domestic Real Property of such Loan Party which lease individually has a fair market value of at least the Dollar Equivalent of $3.0 million (as reasonably agreed upon by the applicable Loan Party and the Administrative Agent), in the case of the Domestic Loan Parties, as additional security for the Secured Obligations (in each case unless the subject property is already mortgaged to a third party to the extent permitted by Section 8.2(e) and a subordinate lien is not permitted on such Real Property pursuant to the terms of the Indebtedness evidenced by such Mortgage; provided that, with respect to leased domestic Real Property only, such Loan Party shall be required only to use commercially reasonable efforts to do so. Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent but in any event substantially similar to the Mortgages executed on the Closing Date except for changes necessitated by Requirement of Law and shall constitute valid and enforceable Liens subject only to Permitted Collateral Liens. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to clause (a)the Mortgages and all taxes, (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) fees and other charges payable in connection therewith shall be paid in full. Such Loan Party shall otherwise take such jurisdictions and, in the case of Real Property, title insurance, surveys actions and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, execute and/or deliver to the Administrative Agent legal opinions relating such documents as the Administrative Agent shall reasonably require to confirm the matters described abovevalidity, which opinions shall be perfection and priority of the Lien of any existing Mortgage or new Mortgage against such after-acquired Real Property (including a Title Policy, a Survey (in the case of any domestic Real Property owned in fee), Flood Certificate, and local counsel opinion (in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent) in respect of such Mortgage).
(d) Notwithstanding anything in this Agreement to the contrary, in no event shall (A) more than 65% of the outstanding Voting Stock of any Controlled Foreign Corporation be required to be pledged (either directly or indirectly) as security for the Domestic Obligations or (B) the assets of any Controlled Foreign Corporation (including any Stock owned by such Controlled Foreign Corporation) be required to be pledged as security for the Domestic Obligations.
(e) The Company may, at its option (but shall not be required to), cause any Subsidiary which is organized under the laws of any Foreign Loan Party Jurisdiction but which is not a Foreign Guarantor and which is not required to become a Foreign Guarantor pursuant to clause (b) above, to become a "Foreign Guarantor" for all purposes hereunder by complying with the applicable provisions of clause (b) above; provided that any Liens on assets of such Subsidiary and Indebtedness of such Subsidiary that is outstanding on the date such Subsidiary becomes a Foreign Guarantor shall be deemed to have been incurred by such Subsidiary on the date such Subsidiary becomes a Foreign Guarantor and no Default may arise as a result of such Subsidiary becoming a Foreign Guarantor.
Appears in 1 contract
Sources: Credit Agreement (Acco Brands Corp)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or to the extent applicable as determined by the Administrative Agent, such other documents), in each case, in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems reasonably necessary to ensure the following:
(i) each Wholly Owned Subsidiary of the Borrower that is not an Excluded Foreign Subsidiary (including any such Subsidiary acquired or reasonably advisable in order created after the Closing Date) shall be a Guarantor hereunder and under the Guaranty and Security Agreement; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in all of its property (other than property of a type excluded from the assetsgranting clauses of the Guaranty and Security Agreement or constituting leased real property), including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party; provided, however, that in no event shall the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Wholly-Owned Excluded Foreign Subsidiary that are owned by the Company or any Subsidiary of its Subsidiaries and requested to be pledged by the Administrative Agentan Excluded Foreign Subsidiary;
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such all certificated Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities required to be pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements upon request of Lawthe Administrative Agent, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant deliver to the Administrative Agent a Mortgage on any real property owned by any Loan Party the fair market value of which exceeds $1,000,000 on the date of determination, together with all Mortgage Supporting Documents relating thereto (or, if such real property is located in a jurisdiction outside the United States, similar documents deemed reasonably necessary by the Administrative Agent to obtain the equivalent in such jurisdiction of a first-priority mortgage on such real property);
(d) to take all other actions reasonably necessary to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the benefit same priority as that of the Secured Parties a perfected security interest Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral described in such Collateral Documents with respect located outside the United States, a similar priority reasonably acceptable to such new Subsidiarythe Administrative Agent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required REVOLVING CREDIT AGREEMENT [DAYTON SUPERIOR CORPORATION] by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) Agent may otherwise reasonably request and to take such other actions necessary or, in become a party to the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted Intercreditor Agreement as an "Obligor" pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) documents in such jurisdictions and, in the case of Real Property, title insurance, surveys form and such other supporting documentation as may be required by the Collateral Documents or by law or as may be substance reasonably requested by acceptable to the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Collateral Agent on or before the Closing Date (including in respect of after-after- acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionCollateral Agent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Collateral Agent such amendments modifications to the terms of the Loan Documents (or, to the extent applicable as determined by the Collateral Agent, such other documents), in each case in form and substance reasonably satisfactory to the Collateral Documents Agent and as the Administrative Collateral Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary (other than an Inactive Subsidiary) of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party; provided, however, that, unless the Borrower and the Collateral Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or any of its Subsidiaries and requested (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Collateral Agent the certificates (if any) or instruments all documents representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) upon request of the Collateral Agent, deliver to it a Mortgage on any real property owned by any Loan Party, together with all Mortgage Supporting Documents relating thereto (or, if such real property or the real property subject to applicable Requirements such lease is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Collateral Agent to obtain the equivalent in such jurisdiction of Lawa first-priority mortgage on such real property or lease);
(d) unless otherwise agreed by the Administrative Agent, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as Agent may be otherwise reasonably requested by the Administrative Agentrequest; and
and (e) if requested by the Administrative Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Collateral Agent.
Appears in 1 contract
Sources: First Lien Credit Agreement (Danka Business Systems PLC)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each of the Parent and the Borrower agrees promptly (and in any event within 30 days of acquisition or formation of such new Subsidiary or such later date agreed to by the Administrative Agent) to do, or to cause each of its their respective Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly executed supplements and amendments to the Collateral Documents Guaranty (or, in the case of any Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to grant ensure that each Subsidiary of each Loan Party (and each other Person having entered into Guaranty Obligations or otherwise became liable in respect of any Subordinated Debt) guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, in no event shall any Excluded Foreign Subsidiary be required to guaranty the payment of the Obligations unless the Parent and the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative AgentAgent otherwise agree;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the certificates Pledge and Security Agreement and, if applicable, other Collateral Documents (if anyor, in the case of any such Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) or instruments representing such effectively grant the Requisite Priority Liens in the Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities owned by any Loan Party, any Subsidiary of any Loan Party or any other Person having entered into Guaranty Obligations or otherwise became liable in respect of any Subordinated Debt and (ii) effectively grant the Requisite Priority Liens in all property interests and other assets of any Loan Party, any Subsidiary of any Loan Party or any Subsidiary of the Borrower or the Parent having entered into Guaranty Obligations or otherwise became liable in respect of any Subordinated Debt or any other Person planning to enter, having entered or having agreed to enter into any such Guaranty Obligations or liability; provided, however, in no event shall (x) any Loan Party or any of its Subsidiaries, individually or collectively, be required to pledge in excess of 65% of the outstanding Voting Stock of any Excluded Foreign Subsidiary unless the Parent and the Administrative Agent otherwise agree or (y) any assets of any Excluded Foreign Subsidiary be required to be pledged, unless the Parent and the Administrative Agent otherwise agree;
(c) deliver to the Administrative Agent all certificates, instruments and other documents representing all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock Equivalents and other debt Securities being pledged pursuant to the joinders, amendments and foreign agreements executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes Pledged Debt Instruments and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties or required to be given pursuant to clause (a) above and to create, maintain or and perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and;
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Collateral Agent on or before the Closing Date (including in respect of after-after- acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionCollateral Agent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Collateral Agent such amendments modifications to the terms of the Loan Documents (or, to the extent applicable as determined by the Collateral Agent, such other documents), in each case in form and substance reasonably satisfactory to the Collateral Documents Agent and as the Administrative Collateral Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary (other than an Inactive Subsidiary) of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party; provided, however, that, unless the Borrower and the Collateral Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or any of its Subsidiaries and requested (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Collateral Agent the certificates (if any) or instruments all documents representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) upon request of the Collateral Agent, deliver to it a Mortgage on any real property owned by any Loan Party, together with all Mortgage Supporting Documents relating thereto (or, if such real property or the real property subject to applicable Requirements such lease is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Collateral Agent to obtain the equivalent in such jurisdiction of Lawa first-priority mortgage on such real property or lease);
(d) unless otherwise agreed by the Administrative Agent, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as Agent may be otherwise reasonably requested by the Administrative Agentrequest; and
(e) if requested by the Administrative Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Collateral Agent.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Danka Business Systems PLC)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date) and except to the extent otherwise expressly provided under Section 7.15, each Loan Party shall, promptly (and, with respect to any Permitted Acquisition, within 30 days of the consummation thereof or such longer period of time agreed to by the Administrative Agent), each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(A) each Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower on the terms set forth in the Guaranty and Security Agreement; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party (excluding any Wholly-Owned Subsidiary that are owned by Excluded Property, as defined in the Company Guaranty and Security Agreement) on the terms set forth in the Guaranty and Security Agreement; provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (w) prior to the Merger Funding Date, the Target or any of its Subsidiaries be required to guaranty the payment of any Obligation or grant a security interest on any of its property as security for any Obligation, (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary (and requested subject to clause (z) hereafter) or (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such Stock and all Stock, Stock Equivalents, Intercompany Notes other Securities, chattel paper and other debt Securitiesinstruments pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) upon request of the Administrative Agent, deliver to it a Mortgage on any real property owned by any Loan Party having a fair market value in excess of $10,000,000, together with all Mortgage Supporting Documents reasonably requested by the Administrative Agent relating thereto (or, if such real property is located in a jurisdiction outside the United States, similar documents reasonably deemed appropriate by the Administrative Agent to obtain, to the extent possible, the equivalent in such jurisdiction of a first-priority mortgage on such real property);
(d) subject to applicable Requirements the terms of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to Security Agreement, take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Lien has the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority reasonably acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including (x) the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
Agent may otherwise reasonably request, and (dy) with respect to take such other actions necessary or, in the reasonable judgment outstanding Voting Stock of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest any Excluded Foreign Subsidiary required to be granted pursuant to clause pledged hereunder (a)which shall specifically exclude Orgenics Ltd. and Orgenics International Holdings, (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.B.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Inverness Medical Innovations Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing DateDate or Persons that are required to become Guarantors after the Closing Date but excluding any items covered by Section 6.13), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications and/or joinders to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) SIC, if and when it becomes a Reporting Person, (B) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (C) each Wholly Owned Subsidiary of any Loan Party (including SRAM-SP2 and the SRAM-SP2 Subs if and when SIC becomes a Reporting Person) shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in substantially all of its property, including all of the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested held by it, as security for the Obligations of such Loan Party; provided, however, that (1) Mortgages shall only be required to be pledged delivered pursuant to clause (c) below and (2), unless the Borrower and the Administrative Agent otherwise agree, in no event shall (A) Administrative Agent require the delivery of, or notation of its Lien on, any motor vehicle certificates of title, (B) any Foreign Subsidiary or Advocacy SPE be required to guaranty the payment of any Obligation, (C) any Loan Party or any Group Member, individually or collectively, be required to pledge in excess of 65% of the outstanding Voting Stock of any Foreign Subsidiary, (D) any Loan Party or any Group Member, individually or collectively, be required to pledge any Stock of any Foreign Subsidiary which is not a direct Wholly Owned Subsidiary of Borrower, (E) SIC, SRAM-SP2 or the SRAM-SP2 Subs be required to pledge any Stock; (F) a security interest or Lien be required to be granted on any property of any Foreign Subsidiary or Advocacy SPE as security for any Obligation, (G) the Administrative Agent require the grant by SIC, SRAM-SP2, the SRAM-SP2 Subs, Holdings or any Subsidiary of any security interest or property that is not required to be granted, or require that any such Loan Party take steps with respect to property that are not required to be taken in connection with security interests on similar property, by the terms of any Loan Document to which it is a party, (H) the Administrative Agent;Agent require the grant by SIC, SRAM-SP2, the SRAM-SP2 Subs, Holdings or any Subsidiary of any security interest on assets as to which the Administrative Agent reasonably determines (by sending written notice of such determination to Borrower) that the costs of obtaining such security interest or perfection thereof are excessive in relation to the practical benefit to the Lenders of the security interest to be afforded thereby, or (I) any deposit account or securities account be required to be subject to a control agreement.
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject with respect to applicable Requirements any property acquired after the Closing Date, upon request of Lawthe Administrative Agent, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) deliver to become Administrative Agent (i) a party Mortgage on any real property (other than real property with respect to which a Guaranty and Group Member would be permitted to ▇▇▇▇▇ ▇ ▇▇▇▇ to another Person at the applicable Collateral Documents time of Administrative Agent’s request pursuant to Section 7.2(d) or enter into new Collateral Documents (g)) with a fair market value in excess of $5,000,000 owned by any Loan Party and (ii) use commercially reasonable efforts to deliver to Administrative Agent all Mortgage Supporting Documents relating to a Mortgage delivered pursuant to the preceding clause (i) on any real property (other than real property with respect to which a Group Member would be permitted to ▇▇▇▇▇ ▇ ▇▇▇▇ to another Person at the time of Administrative Agent’s request pursuant to Section 7.2(d) or (g)) owned by any Loan Party;
(d) to take such all other actions (not inconsistent with the foregoing) reasonably necessary to ensure the validity or advisable continuing validity of any guaranty for any Obligation or any Lien securing any Obligation otherwise required to grant be granted by the Loan Documents, to perfect, maintain, evidence or enforce any such Lien securing any Obligation or to ensure any such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority reasonably acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as Agent may be required by the Collateral Documents or by law or as may be otherwise reasonably requested by the Administrative Agentrequest; and
(e) if requested by at the Administrative Agent’s request, deliver to the Administrative Agent legal opinions relating to the matters described abovein Section 6.10(c) or in connection with a Permitted Acquisition resulting in a new Loan Party which Permitted Acquisition involved an aggregate consideration price of at least $30,000,000, which opinions shall be in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Sources: Second Lien Credit Agreement (SRAM International Corp)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Effective Date (including in respect of after-acquired property and Persons that having become Wholly-Owned Subsidiaries of any Loan Party after the Closing Effective Date), Holdings and each Borrower agrees promptly (and, for newly-created Subsidiaries, in any event within 10 Business Days after the creation of such Subsidiaries) to do, or cause each of its Subsidiaries to do, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver deliver, and cause their respective Subsidiaries to execute and deliver, to the Administrative Agent such supplements, amendments and joinders to the Collateral Documents (or, in the case of any such Subsidiary of the Borrower that is not a Domestic Subsidiary or holding shares in any Person that is not a Domestic Subsidiary, foreign charges, pledges and security agreements), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative AgentAgent or, for assets located in Australia, the Australian Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of owned by any Wholly-Owned Loan Party or Subsidiary thereof that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent; provided, however, that, unless the Company and the Administrative Agent otherwise agree or such pledge shall not have any material adverse tax consequences for the Company and its Subsidiaries, in no event shall any Loan Party or any Subsidiary thereof be required to pledge, in order to secure 106 AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY the Secured Obligations of the Company or any Subsidiary thereof that is a Domestic Person (other than the Guaranty Obligations thereof in respect of the Secured Obligations of any Subsidiary of the Company that is a Non-U.S. Person), (i) in excess of 65% of the outstanding Voting Stock of any Non-U.S. Person that is a direct Subsidiary of the Company or of any Subsidiary of the Company that is a Domestic Person or (ii) unless such Stock is otherwise held by the Company or any Subsidiary of the Company that is a Domestic Person, any of the Stock of any Subsidiary of such direct Subsidiary;
(b) cause their respective Subsidiaries to execute and deliver, to the Administrative Agent (i) such guaranties or supplements, amendments and joinders to the Domestic Guaranty, in the case of Domestic Subsidiaries, and (ii) otherwise to the Non-U.S. Guaranty, and such supplements, amendments and joinders to the Collateral Documents, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to ensure that (x) all Subsidiaries of the Company (other than Permitted Joint Ventures) guaranty, as primary obligor and not as surety, the full and punctual payment when due of the Obligations and (y) each such guaranty is secured by a valid, perfected and enforceable first-priority security interest granted to the Administrative Agent or, for assets located in Australia, the Australian Collateral Trustee, for the benefit of the Secured Parties over all of the assets (other than such assets as the Administrative Agent, in its sole discretion exercised reasonably, deems immaterial) of such Subsidiary (including the Collateral described in the Collateral Documents); provided, however, that, (A) unless the Company and the Administrative Agent otherwise agree or such guaranty shall not have any material tax consequences for the Company and its Subsidiaries, in no event shall any Non-U.S. Person be required to guaranty the payment of the Obligations owing by the Company or any Subsidiary thereof that is a Domestic Person (other than the Guaranty Obligations thereof in respect of the Secured Obligations of any Subsidiary of the Company that is a Non-U.S. Person), (B) unless the Borrower and the Administrative Agent otherwise agree or such pledge shall not have any material tax consequences for the Company and its Subsidiaries, in no event shall any Subsidiary of any Loan Party that is not a Domestic Person be required to grant a security interest on any of its assets to secure the Secured Obligations of the Company or any Subsidiary thereof that is a Domestic Person (other than the Guaranty Obligations thereof in respect of the Secured Obligations of any Subsidiary of the Company that is a Non-U.S. Person) and (iii) no Australian Borrower shall be required to guaranty its own Obligations;
(c) deliver to the Administrative Agent (or, for Australian Holdings and any of its Subsidiaries, the Australian Collateral Trustee) the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(cd) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary of any Loan Party that is a Domestic Subsidiary, cause such new Wholly-Owned Subsidiary (i) to execute a supplement, amendment or joinder or otherwise become a party to a the Domestic Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent (or, for Collateral located in Australia, the Australian 107 AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY Collateral Trustee) for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Wholly-Owned Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent;
(i) in respect of any Subsidiary of any Loan Party entering into Guaranty Obligations of the Indebtedness of any Loan Party that is a Domestic Person, to the extent not otherwise provided hereunder, provide to the Administrative Agent executed and delivered by such Person supplements to the Domestic Guaranty and joinder to the Pledge and Security Agreement and other amendments, supplements and joinders to the Collateral Documents executed by the appropriate parties to ensure that such Person guaranties the Secured Obligations and that the Administrative Agent (or, for assets located in Australia, the Australian Collateral Trustee) obtains, for the benefit of the Secured Parties, a security interest in all of the assets of such Person (unless, for assets not located in the United States and Australia, the Administrative Agent otherwise consents) and in all Stock and Stock Equivalents of such Person and (ii) in respect of any Subsidiary of any Loan Party entering into Guaranty Obligations of the Indebtedness of any Loan Party that is not a Domestic Person, to the extent not otherwise provided hereunder, provide to the Administrative Agent executed and delivered by such Subsidiary supplements to the Non-U.S. Guaranty and other amendments, supplements and joinders to the applicable Collateral Documents or new Collateral Documents executed by the appropriate parties to ensure that such Subsidiary guaranties the Secured Obligations of each Loan Party that is a Non-U.S. Person and that the Administrative Agent (or, for assets located in Australia, the Australian Collateral Trustee) obtains, for the benefit of the Secured Parties, a security interest in all of the assets of such Subsidiary (unless, for assets not located in the United States, Australia and Canada, the Administrative Agent otherwise consents) and in all Stock and Stock Equivalents of such Subsidiary;
(f) unless the acquisition thereof is financed with Indebtedness other than the Secured Obligations, within 30 days of the acquisition of any aircraft by any Loan Party, deliver to the Administrative Agent (or, if consented to by the Administrative Agent, the Australian Collateral Trustee) Aircraft Security Documents in form and substance satisfactory to the Administrative Agent for such aircraft; and
(eg) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (S&c Holdco 3 Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and 7.10.1 deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(1) (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(2) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party; provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned or (z) a security interest be required to be granted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
7.10.2 deliver to the Administrative Agent all documents representing all Stock, Stock Equivalents and other Securities pledged pursuant to the documents delivered pursuant to clause (a) above, together with undated powers or endorsements duly executed in blank;
7.10.3 within 60 days following the Closing Date, deliver to the Administrative Agent modifications to the mortgages for each real property of the Loan Parties identified on Schedule 4.16 (except as may be agreed to by the Company or any of its Subsidiaries and Administrative Agent), together with all Mortgage Supporting Documents relating thereto as may be requested to be pledged by the Administrative Agent;
(b) 7.10.4 upon request of the Administrative Agent, deliver to it a Mortgage on any real property owned by any Loan Party, together with all Mortgage Supporting Documents relating thereto (or, if such real property or the real property subject to such lease is located in a jurisdiction outside the United States, similar documents reasonably deemed appropriate by the Administrative Agent to obtain the certificates (if any) or instruments representing equivalent in such Stock and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case jurisdiction of a first-priority mortgage on such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may bereal property);
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) 7.10.5 to take such all other actions requested by the Administrative Agent as necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as Agent may be required by the Collateral Documents or by law or as may be otherwise reasonably requested by the Administrative Agentrequest; and
(e) if requested by the Administrative Agent, 7.10.6 deliver to the Administrative Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Amendment No. 4 Effective Date (including in respect of after-acquired property Collateral and Persons that become Wholly-Owned Subsidiaries a Subsidiary (other than an Excluded Subsidiary) of any Loan Party after the Closing Amendment No. 4 Effective Date), each Borrower agrees promptly to dosuch Loan Party shall within 30 days of the Amendment No. 4 Effective Date or 30 days of formation or acquisition of such Subsidiary, or cause each of its Subsidiaries to doas applicable, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that any such Subsidiary of such Loan Party (i) the designation of which as an Excluded Subsidiary has been revoked or (ii) that has granted a security interest in the Collateral pursuant to Section 7.10(b) below, guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Security Agreement and, if applicable, other Collateral Documents, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may beCollateral;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(ed) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Amendment No. 6 Effective Date (including in respect of after-acquired property Collateral and Persons that become Wholly-Owned Subsidiaries a Subsidiary (other than an Excluded Subsidiary) of any Loan Party after the Closing Amendment No. 6 Effective Date), each Borrower agrees promptly to dosuch Loan Party shall within 30 days of the Amendment No. 6 Effective Date or 30 days of formation or acquisition of such Subsidiary, or cause each of its Subsidiaries to doas applicable, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that any such Subsidiary of such Loan Party (i) the designation of which as an Excluded Subsidiary has been revoked or (ii) that has granted a security interest in the Collateral pursuant to Section 7.10(b) below, guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Security Agreement and, if applicable, other Collateral Documents, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;Collateral; AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(ed) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Effective Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing DateEffective Date (other than any Excluded Subsidiary or any Excluded Joint Venture, except to the extent any Excluded Subsidiary or Excluded Joint Venture has entered into Guaranty Obligations in respect of any Indenture)), each the Borrower agrees promptly to do, or cause each Subsidiary of its Subsidiaries the Borrower to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty (or, in the case of any Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that each Subsidiary of each Loan Party guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, in no event shall any Excluded Foreign Subsidiary be required to guaranty the payment of the Obligations, unless (x) the Borrower and the Administrative Agent otherwise agree or (y) such Excluded Foreign Subsidiary has entered into Guaranty Obligations in respect of any Indenture; (b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank Loan Party and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to effectively grant to the Administrative Agent Agent, for the benefit of the Secured Parties Parties, a valid, perfected (other than in respect of Designated Collateral) and enforceable first-priority security interest in the Collateral described all property interests and other assets of any Loan Party (other than real property interests or assets); provided, however, in such Collateral Documents with respect to such new Subsidiaryno event shall (x) any Loan Party or any of its Subsidiaries, including the filing of UCC financing statements (individually or the applicable equivalent) in such jurisdictions as may collectively, be required by the Collateral Documents or by any Requirement to pledge in excess of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment 65% of the Administrative Agent, advisable to ensure the validity outstanding Voting Stock of any Excluded Foreign Subsidiary or continuing validity (y) any assets of the guaranties or to create, maintain or perfect the security interest any Excluded Foreign Subsidiary be required to be granted pursuant to clause (a)pledged, (b) or (c) above, including unless the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys Borrower and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.otherwise agree;
Appears in 1 contract
Sources: Credit Agreement (Us Concrete Inc)
Additional Collateral and Guaranties. To Unless otherwise agreed by the Administrative Agent in its reasonable discretion, subject to Section 7.13 (Post-Closing Covenants), to the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons any Person (other than an Immaterial Subsidiary) that become becomes a Wholly-Owned Subsidiaries Domestic Subsidiary of any Loan Party after the Closing Date), the Borrower and Parent each Borrower agrees agree promptly to do, or cause each of its Subsidiaries other Group Member to do, each of the following, unless otherwise agreed by following (including in respect of any after-acquired property) in form and substance reasonably satisfactory to the Administrative Agent in its reasonable discretionAgent:
(a) subject except for any Immaterial Subsidiary (other than with respect to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary its Stock or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
Equivalents under clause (bB)(1) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiarybelow), cause such new Subsidiary Group Member to (iA) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iiB) to take such other actions necessary or or, in the reasonable judgment of the Administrative Agent, advisable to grant to the Administrative Agent for the benefit of the Secured Parties Parties, subject only to the Liens permitted under Section 8.2 (Liens, Etc.), a valid and enforceable perfected first-priority security interest in (1) all of the Collateral described in Stock and Stock Equivalents of such Collateral Documents with respect to Borrower, the Parent or Restricted Subsidiary and (2) all property and assets of such new Borrower, the Parent or Restricted Subsidiary, including including, if applicable, the filing of UCC financing statements (or the applicable equivalent) and perfection (including, if applicable, the delivery of all certificates, together with undated powers or endorsements in blank) of security interest on Stock, Stock Equivalents, intercompany notes or debt Securities in such jurisdictions as may be required by the Collateral Documents or Documents, by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(db) upon written request of the Administrative Agent, execute and deliver to the Administrative Agent, for the benefit of the Secured Parties, promptly and in any event not later than 60 days after receipt of such notice, a Mortgage (or similar security document) on any owned Real Property of any Loan Party with a fair market value of $10,000,000 or more, together with, if requested by the Administrative Agent, all Collateral Documents (including any Mortgage Supporting Documents) necessary or, in the reasonable judgment of the Administrative Agent, appropriate in the applicable jurisdiction to obtain the equivalent in such jurisdiction of a valid and enforceable perfected first-priority Lien on such Real Property, subject only to the Liens permitted under Section 8.2 (Liens, Etc.);
(c) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause clauses (a), ) and (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation actions as may be required by the Collateral Documents or by law any Requirement of Law or as may be reasonably requested by the Administrative Agent; and
and (ed) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided, however, that notwithstanding anything to the contrary contained in this Section 7.11 or in Section 3.1 (Conditions Precedent to Closing Date Term Loans), (i) any security interest required to be granted under the Loan Documents on any assets of a Group Member shall be subject to the Intercreditor Agreement and any Liens permitted under Section 8.2 (Liens, Etc.), (ii) the Loan Documents shall not require any Group Member to enter into any control agreement for the perfection of security interests in Cash, Cash Equivalents or Securities in a deposit or securities account (other than any Cash Collateral Account) except to the extent the same is required under the terms of the Revolving Credit Agreement and (iii) the Loan Documents shall not require the creation or perfection of, pledges of or security interests in, or the obtaining of title insurance or legal opinions with respect to, any Excluded Assets or any leaseholds, commercial tort claims, motor vehicles or any other asset subject to certificates of title or letter of credit rights (other than any such rights constituting “supporting obligations” as defined in the UCC). Nothing herein shall restrict any Group Member that is not a Loan Party on the Closing Date from becoming a Loan Party; provided, however, that such Group Member shall have complied with the provisions of this Section 7.11 as if it were a new Restricted Subsidiary.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Material Domestic Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Material Domestic Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party, (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property (other than Excluded Assets), including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party; provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or any of its Subsidiaries and requested (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject upon request of the Administrative Agent, deliver to applicable Requirements it a Mortgage on any real property owned by any Loan Party that has a value in excess of Law$1,000,000, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary together with all Mortgage Supporting Documents relating thereto;
(i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iid) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the Administrative Agent for the benefit same priority as that of the Secured Parties a perfected security interest Liens on similar Collateral set forth in the Collateral described in such Collateral Loan Documents with respect to such new Subsidiaryexecuted on the Closing Date, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as Agent may be required by the Collateral Documents or by law or as may be otherwise reasonably requested by the Administrative Agentrequest; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems reasonably necessary or reasonably advisable in order to ensure the following:
(A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetssubstantially all of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party; provided, however, that in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 65% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or any of its Subsidiaries and requested (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Agent the all certificates (if any) or and instruments representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject upon request of the Administrative Agent, deliver to applicable Requirements it a Mortgage on any real property with a fair market value in excess of Law$2,000,000 owned by any Loan Party, together with all Mortgage Supporting Documents relating thereto (or, if such real property is located in a jurisdiction outside the case United States and owned by a Loan Party, similar documents deemed appropriate by the Administrative Agent to obtain the equivalent in such jurisdiction of any new Wholly-Owned Subsidiarya mortgage on such real property);
(d) at the reasonable request of the Administrative Agent, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such all other actions reasonably necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as Agent may be required by the Collateral Documents or by law or as may be otherwise reasonably requested by the Administrative Agentrequest; and
(e) if requested by at the reasonable request of the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent Agents on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgents:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent Agents such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Agents, such other documents), in each case in form and substance reasonably satisfactory to the Agents and as the Administrative Agent deems Agents deem necessary or reasonably advisable in order to ensure the following:
(A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in all of its property (other than Excluded Property under and as defined in the assetsGuaranty and Security Agreement), including all of the Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities owned by such Loan Party, as security for the Obligations of such Loan Party; provided, however, that, unless the Borrower and the Agents otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or any of its Subsidiaries and requested (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Agent the certificates (if any) or instruments Agents all documents representing such Stock and all Stock, Stock Equivalents, Intercompany Notes other Securities, chattel paper and other debt Securitiesinstruments pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject upon request of the Agents, deliver to applicable Requirements it a Mortgage on any real property owned by any Loan Party, together with all Mortgage Supporting Documents relating thereto (or, if such real property is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Agents to obtain the equivalent in such jurisdiction of Law, in the case of any new Whollya first-Owned Subsidiary, cause priority mortgage on such new Subsidiary real property);
(i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iid) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgents), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as the Agents may be otherwise reasonably requested by the Administrative Agentrequest;
(de) use commercially reasonable efforts to take such deliver to the Agents a landlord's agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facility or other actions necessary orlocation where Collateral is stored or located (subject to Section 7.15 and excluding each location where Collateral with a value of less than $200,000 is located), unless otherwise consented to by the Agents, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Agents; provided that the reasonable judgment Group Members shall deliver to the Agents a landlord's agreement from the lessor of the Administrative Agent, advisable to ensure leased property where the validity Group Members' books and records are located which agreement shall contain a waiver or continuing validity subordination of all Liens or claims that the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as landlord may be required by assert against the Collateral Documents or by law or as may at that location, and shall otherwise be reasonably requested by the Administrative Agentsatisfactory in form and substance to Agents; and
(ef) if requested by the Administrative Agent, deliver to the Administrative Agent Agents and the Lenders legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative AgentAgents.
Appears in 1 contract
Sources: Credit Agreement (Goamerica Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party; provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or any of its Subsidiaries and requested (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) upon request of the Administrative Agent, deliver to it a Mortgage on any real property owned by any Loan Party with a fair market value in excess of $250,000 and on any of its material leases, together with all Mortgage Supporting Documents relating thereto (or, if such real property or the real property subject to applicable Requirements such lease is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Administrative Agent to obtain the equivalent in such jurisdiction of Law, in the case of any new Whollya first-Owned Subsidiary, cause priority mortgage on such new Subsidiary real property or lease);
(id) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary orAgent may otherwise reasonably request; and CREDIT AGREEMENT MEDICAL STAFFING NETWORK, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; andINC.
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Medical Staffing Network Holdings Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject At least 15 Business Days prior to applicable Requirements the acquisition by the Borrower or any Restricted Subsidiary of Lawany property, plant or equipment with proceeds of the Term Loans or Net Cash Proceeds of an Asset Sale to the extent such Asset Sale constitutes a sale or other disposition of Collateral, the Borrower shall provide the Agent written notice thereof. Upon written request of the Agent, the Borrower shall, and shall cause each relevant Subsidiary of the Borrower to, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in immediately upon the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities acquisition of any Wholly-Owned Subsidiary that are owned by such property, plant or equipment, a mortgage, deed of trust, assignment or other appropriate instrument evidencing a Lien upon any such asset, together with such title policies, certified surveys, and local counsel opinions with respect thereto and such other agreements, documents and instruments which the Company Agent deems necessary or any of its Subsidiaries and requested desirable, the same to be pledged by in form and substance satisfactory to the Administrative Agent;Agent and to be subject only to Customary Permitted Liens.
(b) deliver To the extent not delivered to the Administrative Agent on or before the certificates (if any) or instruments representing such Stock and Stock EquivalentsInitial Closing Date, Intercompany Notes and other debt Securities, together with the Borrower agrees promptly to (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in cause each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Material Subsidiary (iA) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and the Intercreditor Agreement and (iiB) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such each new Material Subsidiary, including the filing of UCC Uniform Commercial Code financing statements (or and the applicable equivalent) recording of mortgages, in each case, in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
Agent and (eii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each the Borrower agrees promptly to do, or cause each of its Subsidiaries (unless it is an Unrestricted Subsidiary, a Project Company or an Immaterial Subsidiary) to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:: CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC.
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty (or, in the case of any Restricted Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that each Restricted Subsidiary (other than any Project Company or any Immaterial Subsidiary) of each Loan Party and each Subsidiary of the Borrower planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Guaranty Obligations of any long-term Indebtedness of any Loan Party, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that, unless (x) the Borrower and the Administrative Agent otherwise agree, (y) such Non-U.S. Person has entered into Guaranty Obligations in respect of Indebtedness of the Loan Parties having substantially similar tax consequences, or (z) such guaranty can be given without resulting in any material adverse tax consequences for the Loan Parties and their Subsidiaries, taken as a whole (including any Person that becomes a Loan Party as a result of such pledge or grant), in no event shall any Non-U.S. Person be required to guaranty the payment of the Obligations;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents (or, in the case of any such Restricted Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities owned by any Loan Party, any Restricted Subsidiary of any Wholly-Owned Subsidiary that are owned by the Company Loan Party or any Subsidiary of its Subsidiaries the Borrower planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Guaranty Obligations of any long-term Indebtedness of any Loan Party and requested (ii) effectively grant to be pledged by the Administrative Agent;, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest in all property interests and other assets of any Loan Party, any Restricted Subsidiary of any Loan Party or any Subsidiary of the Borrower planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Guaranty Obligations of any long-term Indebtedness of any Loan Party; provided, however, that, unless (x) the Borrower and the Administrative Agent otherwise agree or (y) such pledge or grant can be made without resulting in any material adverse tax consequences for the Loan Parties and their Subsidiaries, taken as a whole (including any Person that becomes a Loan Party as a result of such pledge or grant), in no event shall any Loan Party or any Restricted Subsidiary thereof be required to pledge (i) in excess of 66% of the outstanding Voting Stock of any Non-U.S. Person that is a direct Subsidiary of the Borrower or of any Subsidiary of the Borrower that is a Domestic Person or (ii) unless such Stock is otherwise held by the Borrower or any Subsidiary of the Borrower that is a Domestic Person, any of the Stock of any Non-U.S. Person that is a Subsidiary of such direct Subsidiary; CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC.
(bc) deliver to the Administrative Agent the certificates (if any) or all certificates, instruments and other documents representing such all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities being pledged pursuant to the joinders, amendments and foreign agreements executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes Pledged Debt Instruments and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and;
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Premcor Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries a Material Domestic Subsidiary or Material Foreign Subsidiary of any Loan Party after the Closing Date), each the Borrower agrees promptly to do, or cause each Subsidiary of its Subsidiaries the Borrower to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to grant ensure that each Material Domestic Subsidiary and Material Foreign Subsidiary that has entered into Guaranty Obligations in respect of the Indebtedness of any Loan Party guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, in no event shall any Excluded Foreign Subsidiary be required to guaranty the payment of the Obligations unless the Borrower and the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative AgentAgent otherwise agree;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the certificates Pledge and Security Agreement and the relevant Canadian Collateral Document and, if applicable, other Collateral Documents (if anyincluding, in the case of any Loan Party that owns Stock of a Material Foreign Subsidiary, Foreign Pledge Agreements), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) or effectively grant to the Collateral Agent, for the benefit of the Secured Parties,
(c) deliver to the Administrative Agent all certificates, instruments and other documents representing such all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities being pledged pursuant to the joinders, amendments and Foreign Pledge Agreements executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes Pledged Debt Instruments and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative AgentLoan Party;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and;
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Tecumseh Products Co)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each the Borrower agrees promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that each Subsidiary of the Borrower planning to enter, having entered, having agreed to enter or which the Borrower has agreed to cause to enter into Guaranty Obligations of the Indebtedness of the Borrower under either of the First Mortgage Notes Indenture or the Senior Sub Notes Indenture (an “Additional Guarantor”) guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that, unless (x) the Borrower and the Administrative Agent otherwise agree or (y) such Non-U.S. Person or Subsidiary has entered into Guaranty Obligations in respect of the First Mortgage Notes Indenture or the Senior Sub Notes Indenture having substantially similar tax consequences; provided, in no event shall any Non-U.S. Person (other than the UK Guarantor) or any Subsidiary CREDIT AGREEMENT CONSTAR INTERNATIONAL INC. of any Non-U.S. Person be required to guaranty the payment of the Obligations; and provided, further, that the Borrower may form Special IP Subsidiaries and a Specific IP Subsidiary that will not be required to guaranty the payment of the Obligations;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the applicable Security Agreement and, if applicable, other Collateral Documents, in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities owned directly or indirectly by any Loan Party, or any Additional Guarantor and (ii) effectively grant to the Administrative Agent, for the benefit of any Whollythe Secured Parties, a valid, perfected and enforceable first-Owned Subsidiary that are owned by priority security interest (or comparable right or interest) in all Collateral of each Loan Party or each Additional Guarantor other than assets or property securing the Company First Mortgage Notes; provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall the Borrower or any of its Subsidiaries and requested be required to be pledged pledge (i) in excess of 65% of the outstanding Voting Stock of any Non-U.S. Person (other than the UK Guarantor) that is a direct Subsidiary of the Borrower or of any Subsidiary of the Borrower that is a Domestic Person, (ii) unless such Stock is otherwise held by the Administrative Agent;Borrower or any Subsidiary of the Borrower that is a Domestic Person, any of the Stock of any Non-U.S. Person (other than the UK Guarantor) that is a Subsidiary of such direct Subsidiary or (iii) the Stock of the Specific IP Subsidiary.
(bc) deliver to the Administrative Agent the certificates (if any) or all certificates, instruments and other documents representing such all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities being pledged pursuant to the joinders, amendments and foreign agreements executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes Pledged Debt Instruments and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agentpledgor;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent;
(e) to take all actions necessary or advisable to ensure that in connection with a liquidation of the Collateral, the Administrative Agent shall have full use of all intellectual property held by any Special IP Subsidiary; provided, however, that if the terms of any license, sublicense or agreement related to the foregoing intellectual property prohibit or do not permit the assignment or sublicense of the necessary rights to the Administrative Agent, the Borrower shall use commercially reasonable efforts to obtain the consent of the counterparty thereto; and
(ef) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. CREDIT AGREEMENT CONSTAR INTERNATIONAL INC.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after Effective Date, the Closing Date), each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(ai) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments and supplements to the Collateral Documents and such additional Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Material Subsidiary that are owned by the Company Borrower or of any of its Subsidiaries and requested to be pledged by the Administrative Agent;
; provided, however, that in no event shall the Borrower or any of its Subsidiaries be required to pledge in excess of 65% of the outstanding Stock of any Material Subsidiary that is not a Domestic Subsidiary or any of the stock of any Subsidiary of such Material Subsidiary, (bii) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Borrower or such Subsidiary, as the case may be;
, (ciii) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, such Material Subsidiary that is a Domestic Subsidiary cause such new Material Subsidiary (iA) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iiB) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Material Subsidiary, including the filing of UCC Uniform Commercial Code financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
Agent and the execution and delivery of appropriate Intercompany Notes (eas defined in the Pledge and Security Agreement), (iv) execute, record and deliver to the NATIONAL STEEL CORPORATION CREDIT AGREEMENT Administrative Agent such mortgages on any now or hereafter Unencumbered Real Estate owned by the Borrower, the Guarantors, or any Subsidiary, as requested by the Administrative Agent in its sole discretion, and (v) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To Subject to the Collateral Agency and Intercreditor Agreement and the Senior Intercreditor Agreement, to the extent not delivered to the Administrative Agent or Collateral Agent, as applicable, on or before the Closing Date (including in respect of after-acquired property Initial Utilization Date, the Parent and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees Applicants jointly and severally agree to do promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by following (in each case subject to the Administrative Agent in its reasonable discretion:Security Principles):
(a) subject execute and deliver and cause each Guarantor to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents or enter into such new Collateral Documents as are necessary, or deemed by the Administrative Agent deems necessary or the Collateral Agent to be reasonably advisable advisable, in order to grant to the Administrative Collateral Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary (other than Excluded Assets (as defined in the Pledge and Security Agreement) that are owned by the Company Parent, an Applicant or any other Guarantor and to perfect such Lien as a first-priority Lien (it being understood that such actions shall be required in the United States of its Subsidiaries and requested to be pledged by America and, at the reasonable request of the Administrative Agent, any other jurisdiction);
(b) deliver and cause each Guarantor to deliver to the Administrative Collateral Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers or other instruments of transfer endorsed in blank and (iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Parent, an Applicant or such Subsidiaryother Guarantor, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Material Wholly-Owned Subsidiary, cause such new Subsidiary (ix) in the case of any direct holder of equity interests in an Applicant, concurrently with such Person acquiring such equity interests in an Applicant and (y) otherwise, not later than 30 days (or such later date permitted by the Administrative Agent in its sole discretion) after the earlier of the date of delivery of any Compliance Certificate or the deadline for delivery of such Compliance Certificate, (A) to become a Guarantor, (B) to become a party to the Pledge and Security Agreement (as reaffirmed by the Reaffirmation Agreement) (or another security instrument executed and delivered by such Material Wholly-Owned Subsidiary in form and substance satisfactory to the Administrative Agent, pursuant to which such Material Wholly-Owned Subsidiary grants a Guaranty Lien to the Collateral Agent) and the applicable Collateral Documents or enter into new Collateral Documents and (iiC) to take such other actions necessary or advisable to grant to the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties Parties, a perfected security interest interest, and to perfect such security interest, in the Collateral described in such the Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent (it being understood that such actions shall be required in the United States of America and, at the reasonable request of the Administrative Agent or the Collateral Agent, any other jurisdiction); andprovided that if any non-U.S. Subsidiary is an Excluded Subsidiary solely as a result of such Subsidiary’s Guarantee having been prohibited by (A) any Governmental Authority with authority over such Subsidiary or (B) applicable law, or such Subsidiary’s Guarantee would result in a substantial risk to the officers or directors of such Subsidiary or a civil or criminal liability, at the reasonable request of the Administrative Agent or the Collateral Agent, the Parent shall diligently pursue any relevant governmental or third party consents or other authority to permit such Subsidiary to create or perfect a security interest in such Collateral or to mitigate such risk of liability.
(d) if any Credit Party owns or acquires any marine vessel other than an Excluded Vessel with a Fair Market Value in excess of $10,000,000.00, then such Credit Party shall execute and deliver such mortgages and other security instruments as shall be necessary to cause such vessel to become a Mortgaged Vessel subject to a perfected first-priority security interest (subject to any permitted Liens specified in the applicable Mortgage) within 20 Business Days of such Person becoming a Credit Party or such acquisition, as applicable;
(e) if the Fair Market Value of any marine vessel owned by any Credit Party (other than an Excluded Vessel) increases to an amount in excess of $10,000,000.00 because of improvements to such marine vessel, then such Credit Party shall, within 20 Business Days of a Responsible Officer of the Parent learning of such increase in Fair Market Value, execute and deliver such mortgages and other security instruments as shall be necessary to cause such vessel to become a Mortgaged Vessel subject to a perfected first-priority security interest (subject to any permitted Liens specified in the applicable Mortgage);
(f) if requested by the Administrative Agent or Collateral Agent, deliver to the Administrative Agent, the Collateral Agent and the other Secured Parties customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative such Agent.
Appears in 1 contract
Sources: Letter of Credit Agreement (McDermott International Inc)
Additional Collateral and Guaranties. (a) At least 15 Business Days prior to (i) entering into any Lease (other than a renewal of an existing Lease or a Non-Material Leasehold) for the principal place of business and chief executive office of the Borrower or any of its Subsidiaries or any other Lease (including any renewal) in which the annual rental payments are anticipated to equal or exceed $100,000 or (ii) acquiring of any material owned real property, the Borrower shall, and shall cause each such Subsidiary to, provide the Administrative Agent written notice thereof. Upon written request of the Administrative Agent or the Collateral Agent, the Borrower shall, and shall cause each such Subsidiary to, execute and deliver to the Collateral Agent, for the benefit of the Secured Parties, immediately upon the acquisition of any such Lease or owned real property a mortgage, deed of trust, assignment or other appropriate instrument evidencing a Lien upon any such Lease or real property, together with such title policies, certified surveys, and local counsel opinions with respect thereto and such other agreements, documents and instruments which the Administrative Agent or the Collateral Agent deems necessary or desirable, the same to be in form and substance satisfactory to the Administrative Agent and the Collateral Agent and to be subject only to (i) Liens permitted under SECTION 8.2 and (ii) such other Liens as the Administrative Agent may reasonably approve.
(b) To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property Effective Date, the Borrower shall, and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to do, or shall cause each of its Subsidiaries to doto, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
promptly (ai) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Collateral Documents as the Administrative Agent or the Collateral Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary that are of the Borrower owned by the Company Borrower or any of its Subsidiaries (subject to Customary Permitted Liens) and requested to be pledged by the Administrative Agent or the Collateral Agent;
; (bii) deliver to the Administrative Collateral Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank blank, and (iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Borrower or such Subsidiary, as the case may be;
, (ciii) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (iA) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iiB) to take such other actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
Agent and (eiv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party Products after the Closing Date), each Borrower agrees promptly Loan PartyProducts shall, promptly, and, in any event with respect to doany Person that becomes a Subsidiary of any Loan PartyProducts (other than an Unrestricted Subsidiary) and to the extent not otherwise set forth below, within thirty (30) days (or cause each such later date as may be agreed by the Administrative Agent (such agreement not to be unreasonably withheld, delayed or conditioned)) of its Subsidiaries to dosuch Person becoming a Subsidiary of the applicable Loan PartyProducts (or within thirty (30) days of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) each Subsidiary of any Loan PartyProducts that is not an Excluded Subsidiary or Unrestricted Subsidiary shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the BorrowerBorrowers;
(ii) each Loan PartySubsidiary of Products (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in all of its property that constitutes Collateral; provided, however, that, unless the assetsBorrower Representative and the Administrative Agent otherwise agree, Stock and Stock Equivalents, Intercompany Notes and other debt Securities in no event shall a security interest be required to be granted on any property of any Wholly-Owned Excluded Subsidiary, an Unrestricted Subsidiary that are owned by the Company or any Excluded Assets as security for any Obligation; and
(iii) Notwithstanding anything to the contrary contained in this Agreement, from and after the Second Amendment Effective Date, no new filings, registrations, or other comparable documentation shall be required in any jurisdiction outside of its Subsidiaries and requested the United States in which an IP Security Agreement has not been filed or registered prior to be pledged by the Administrative Agent;Second Amendment Effective Date, other than the People’s Republic of China.
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalentsappropriate resolutions, Intercompany Notes and other debt Securitiessecretary certificates, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions certified organizational documents and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent customary and favorable legal opinions relating to the matters described abovein this Section 5.12, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory acceptable to the Administrative AgentAgent and, to the extent applicable, substantially similar to the opinions delivered on the Closing Date, in each instance with respect to each Loan PartySubsidiary of Products formed or acquired after the Closing Date; and
(c) other than any filings, registrations, or other comparable documentation in any jurisdiction outside of the United States in which an IP Security Agreement has not been filed or registered prior to the Second Amendment Effective Date, excepting only the People’s Republic of China in which BorrowerBorrowers will complete the filings of the various License Agreements heretofore executed, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, security agreements with respect to Intellectual Property and such other actions or deliveries of the type required by Section 3.01, as applicable), which may be required by Legal Requirements or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (PLBY Group, Inc.)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent reasonably deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of Borrower and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities owned by it, as security for the Obligations of such Loan Party; provided, however, that, unless Borrower and the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or any of its Subsidiaries and requested (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) upon request of the Administrative Agent, deliver to it a Mortgage on any real property owned by any Loan Party and on any of its leases, together with all Mortgage Supporting Documents relating thereto (or, if such real property or the real property subject to applicable Requirements such lease is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Administrative Agent to obtain the equivalent in such jurisdiction of Law, in the case of any new Whollya first-Owned Subsidiary, cause priority mortgage on such new Subsidiary real property or lease);
(i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iid) to take such all other actions reasonably necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the Administrative Agent for the benefit same priority as that of the Secured Parties a perfected security interest Liens on similar Collateral set forth in the Collateral described in such Collateral Loan Documents with respect to such new Subsidiaryexecuted on the Closing Date, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as Agent may be required by the Collateral Documents or by law or as may be otherwise reasonably requested by the Administrative Agentrequest; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (PROS Holdings, Inc.)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent Agents on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionSyndication Agent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative each Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by any Agent, such other documents), in each case in form and substance reasonably satisfactory to the Syndication Agent and as the Administrative Syndication Agent deems necessary or reasonably advisable in order to ensure the following:
(i) each Subsidiary of any Loan Party that is not an Excluded Foreign Subsidiary shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in all of its property that constitutes Collateral, including all of the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities it owns, as security for the Obligations of such Loan Party; provided, however, that notwithstanding any other provision in any Loan Document, unless the Borrower and the Syndication Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or (z) a security interest be required to be granted on, or a pledge required to be given of, any property of any Excluded Foreign Subsidiary or any of its Subsidiaries and requested to be pledged by the Administrative AgentExcluded Assets as security for any Obligation;
(b) deliver to the First Lien Agent (if prior to the First Lien Termination Date) or the Administrative Agent the certificates (if anyotherwise) all certificates representing Securities for corporations (and to the extent any limited liability company or instruments representing limited partnership has “opted into” Article 8 of the UCC pursuant to Section 8-103 of the UCC, for such Stock limited liability company or limited partnership) pledged pursuant to the Guaranty and Stock Equivalents, Intercompany Notes Security Agreement and other debt Securitiesdelivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject upon request of the Syndication Agent or the Administrative Agent, deliver to applicable Requirements each Agent (x) an appraisal complying with FIRREA, (y) within forty-five days after receipt of Lawnotice from any Agent that Material Real Property owned by the Loan Parties is located in a Special Flood Hazard Area, in the case of any new Wholly-Owned SubsidiaryFederal Flood Insurance as required by Section 7.5, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iiz) a Mortgage on any Material Real Property owned by any Loan Party, together with all necessary or advisable Mortgage Supporting Documents relating thereto (or, if such real property is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Syndication Agent to obtain the equivalent in such jurisdiction of a first-priority mortgage on such real property);
(d) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiarySyndication Agent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as any Agent may be otherwise reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agentrequest; and
(e) if requested by the Administrative Agent, deliver to the Administrative each Agent customary and favorable legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Syndication Agent.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Westwood One Inc /De/)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case, in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems reasonably necessary to ensure the following:
(i) each Wholly Owned Subsidiary of the Borrower that is not an Excluded Foreign Subsidiary (including any such Subsidiary acquired or reasonably advisable in order created after the Closing Date) shall be a Guarantor hereunder and under the Guaranty and Security Agreement; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall grant to the Administrative Agent and Collateral Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in all of its property (other than property of a type excluded from the assetsgranting clauses of the Guaranty and Security Agreement or constituting leased real property), including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party; provided, however, that in no event shall the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Wholly-Owned Excluded Foreign Subsidiary that are owned by the Company or any Subsidiary of its Subsidiaries and requested to be pledged by the Administrative Agentan Excluded Foreign Subsidiary;
(b) deliver to the Administrative Agent (or, at the certificates (if anyAdministrative Agent's direction, to the Collateral Agent) or instruments all documents representing such all certificated Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities required to be pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements upon request of Lawthe Administrative Agent, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant deliver to the Administrative Agent a Mortgage on any real property owned by any Loan Party the fair market value of which exceeds $1,000,000 on the date of determination, together with all Mortgage Supporting Documents relating thereto (or, if such real property is located in a jurisdiction outside the United States, similar documents deemed reasonably necessary by the Administrative Agent to obtain the equivalent in such jurisdiction of a first-priority mortgage on such real property);
(d) to take all other actions reasonably necessary to ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the benefit same priority as that of the Secured Parties a perfected security interest Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral described in such Collateral Documents with respect located outside the United States, a similar priority reasonably acceptable to such new Subsidiarythe Administrative Agent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) Agent may otherwise reasonably request and to take such other actions necessary or, in become a party to the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted Intercreditor Agreement as an “Obligor” pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) documents in such jurisdictions and, in the case of Real Property, title insurance, surveys form and such other supporting documentation as may be required by the Collateral Documents or by law or as may be substance reasonably requested by acceptable to the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after Date, the Closing Date), each Borrower agrees to do promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary of the Borrower that are owned by the Company Borrower or any of its Subsidiaries and requested to be pledged by the Administrative Agent; PROVIDED, HOWEVER, that in no event shall the Borrower or any of its Subsidiaries be required to pledge in excess of 65% of the outstanding Stock of any Subsidiary that is not a Domestic Subsidiary or any of the stock of any Subsidiary of such Subsidiary;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Borrower or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary of any Loan Party that is a Domestic Subsidiary, cause such new Wholly-Owned Subsidiary (i) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(ed) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Washington Group International Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each of Holdings and the Borrower agrees promptly to do, or cause each of its Subsidiaries ▇▇▇▇▇▇ Entity (other than a Securitization Subsidiary) to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty (or, in the case of any Non-U.S. Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that each Wholly-Owned Subsidiary of any ▇▇▇▇▇▇ Entity planning to enter or having entered into Guaranty Obligations of the Indebtedness of any Loan Party guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that, unless (x) the Borrower and the Administrative Agent otherwise agree, (y) such Non U.S. Subsidiary has entered into Guaranty Obligations in respect of other Indebtedness having substantially similar tax consequences, or (z) such guaranty can be given without resulting in any material adverse tax consequences for the ▇▇▇▇▇▇ Entities, taken as a whole (including any Person that becomes a Loan Party as a result of such pledge or grant), in no event shall any Non-U.S. Subsidiary be required to guaranty, directly or indirectly, the payment of any of the Obligations;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents (or, in the case of any such Non-U.S. Subsidiary or any Domestic Subsidiary that holds shares in any Person that is a Non-U.S. Subsidiary, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest (subject, other than in the assets, case of Stock and Stock Equivalents, Intercompany Notes to Liens permitted pursuant to Section 8.2 (Liens Etc.)) in the Stock and Stock Equivalents and other debt Securities owned by any ▇▇▇▇▇▇ Entity planning to enter or having entered into Guaranty Obligations of the Indebtedness of any WhollyLoan Party under the 6.95% Indenture or New Securities Documents and (ii) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-Owned priority security interest in all property interests and other assets of any ▇▇▇▇▇▇ Entity planning to enter or having entered into Guaranty Obligations of the Indebtedness of any Loan Party under the 6.95% Indenture or New Securities Documents; provided, however, that, unless (x) the Borrower and the Administrative Agent otherwise agree or (y) such pledge or grant can be made without resulting in any material adverse tax consequences for the ▇▇▇▇▇▇ Entities, taken as a whole (including any Person that becomes a Loan Party as a result of such pledge or grant), in no event shall any Loan Party be required to pledge (i) in excess of a total of 65% (or such lesser percentage as may be specified under Treasury Regulation (S) 1.956-2(c), or any similar or successor regulation or law, at the time such pledge is to be made) of the combined voting power of all outstanding Voting Stock of any Non-U.S. Subsidiary, or (ii) unless such Stock or Stock Equivalents is directly held by Holdings or a Domestic Subsidiary that are owned by thereof, any of the Company Stock or Stock Equivalents of any Non-U.S. Subsidiary and no Non-U.S. Subsidiary shall be required to pledge any interest in any of its Subsidiaries and requested to be pledged by the Administrative Agentreal or personal property;
(bc) deliver to the Administrative Agent the certificates (if any) or all certificate, instruments and other documents representing such all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities being pledged pursuant to the joinders, amendments and foreign agreements executed pursuant to clause (b) above, together with (i) in the case of such Pledged Certificated Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes Pledged Debt Instruments and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent▇▇▇▇▇▇ Entity;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and;
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Massey Energy Co)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property Date, Borrower shall, and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to do, or shall cause each of its Restricted Subsidiaries to doto, promptly do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) with respect to any Domestic Subsidiary (other than any Excluded Subsidiary) as of the Closing Date, subject to applicable Requirements the last paragraph in Section 3.1 and any limitations imposed by any Requirement of Law, execute and deliver to the Administrative Agent such Collateral Documents and amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the applicable Secured Parties, a perfected first priority security interest (as and solely to the extent provided in the Pledge and Security Agreement and subject to Liens on the applicable assets otherwise permitted hereby) in such Subsidiary’s assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of representing (x) obligations owing under each Combined Affiliate Promissory Note and any Wholly-Owned Subsidiary that are owned by other loan agreement or note between the Company Borrower or any of its Restricted Subsidiaries and requested a Related Corporation and (y) intercompany Indebtedness having a principal amount of $5,000,000 or greater that are evidenced by a note; provided that notwithstanding the foregoing, such actions shall not be required to the extent that Borrower and the Administrative Agent reasonably determine that the costs or other consequences to Borrower or its Subsidiaries of complying with any requirement in this clause (a) are excessive in view of the benefits to be pledged obtained by the Administrative AgentSecured Parties, giving due regard to all relevant circumstances at the time of such determination;
(b) subject to the last paragraph in Section 3.1, deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, representing (x) obligations owing under each Combined Affiliate Promissory Note and any other loan agreement or note between the Borrower or any of its Restricted Subsidiaries and a Related Corporation and (y) intercompany Indebtedness having a principal amount of $5,000,000 or greater that are evidenced by a note, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Holdings, Borrower or such Subsidiary, as the case may be;
(c) with respect to any Person that becomes a Domestic Subsidiary (other than (x) any Excluded Subsidiary and (y) a Subsidiary that will be (and, unless the Administrative Agent shall otherwise agree in its sole discretion, within 90 days following its creation or acquisition, is) converted into a Related Professional Corporation in a manner consistent with past practices or in the ordinary course of business) after the Closing Date, subject to applicable Requirements any limitations imposed by any Requirement of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the applicable Secured Parties a perfected security interest in the Collateral described in such the applicable Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent; provided that such actions shall not be required to the extent that, Borrower and the Administrative Agent reasonably determine that the costs or other consequences to Borrower or its Subsidiaries of complying with any requirement in this clause (c) are excessive in view of the benefits to be obtained by the Secured Parties, giving due regard to all relevant circumstances at the time of such determination;
(d) notwithstanding anything to take such other actions necessary orcontrary in this Agreement, (A) the foregoing requirements shall be subject to the terms of any Intercreditor Agreement or any Other Intercreditor Agreement and, in the reasonable judgment event of any conflict with such terms, the Administrative Agentterms of such Intercreditor Agreement or Other Intercreditor Agreement, advisable to ensure the validity or continuing validity of the guaranties or to createas applicable, maintain or perfect the shall control, (B) no security interest required to or lien is or will be granted pursuant to clause any Loan Document or otherwise in any right, title or interest of any of Holdings, Borrower or any of its Subsidiaries in, and “Collateral” shall not include, any Excluded Asset (aas defined in the Pledge and Security Agreement), (bC) no Loan Party or (c) above, including the filing of UCC financing statements (any Affiliate thereof shall be required to take any action in any non-U.S. jurisdiction or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents laws of any non-U.S. jurisdiction in order to create any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (D) to the extent not automatically perfected by law filings under the Uniform Commercial Code of each applicable jurisdiction, no Loan Party shall be required to take any actions in order to perfect any security interests granted with respect to any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts, securities accounts, but excluding Stock and Stock Equivalents and debt Securities required to be delivered pursuant to Section 7.11(b) above), and (E) nothing in this Section 7.11 shall require that any Subsidiary ▇▇▇▇▇ ▇ ▇▇▇▇ with respect to any property or as may assets in which such Subsidiary acquires ownership rights to the extent that the Borrower and the Administrative Agent reasonably determine in writing that the costs or other consequences to Holdings, Borrower or any of its Subsidiaries of the granting of such a Lien is excessive in view of the benefits that would be reasonably requested obtained by the Administrative Agent; andSecured Parties;
(e) if requested by at any time the Administrative Agentaggregate amount of EBITDA or Consolidated Total Assets attributable to all Immaterial Subsidiaries exceeds 5.0% of EBITDA of Borrower and its Restricted Subsidiaries for any such period or 5.0% of Consolidated Total Assets of Borrower and its Restricted Subsidiaries as of the end of any Fiscal Year, deliver Borrower shall no later than 60 days following the delivery of Financial Statements for such period designate sufficient Immaterial Subsidiaries as Material Subsidiaries to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substanceeliminate such excess, and from counsel, reasonably satisfactory to the Administrative Agentsuch designated Subsidiaries shall for all purposes of this Agreement constitute Material Subsidiaries.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property Date, Holdings and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to, and to do, or cause each of its their respective Subsidiaries to doto, promptly do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements any limitations imposed by any Requirement of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Material Subsidiary that are owned by the Company Holdings or any of its Subsidiaries and requested to be pledged by the Administrative Agent; provided, however, that in any event such pledge shall be limited to the extent necessary to avoid materially adverse tax consequences to the Company and its Subsidiaries taken as a whole; provided further, however, notwithstanding the foregoing, no more than 65% of the capital stock of each first tier Foreign Subsidiary of the Company shall be pledged to secure the Obligations of the Company as a Borrower;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of Holdings, the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements any limitations imposed by any Requirement of LawLaw and only to the extent that the Company and its Subsidiaries (taken as a whole) shall not suffer any material adverse tax consequences as a result thereof, in the case of any new Wholly-Owned Material Subsidiary, cause such new Material Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Material Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) in the case of any such Material Subsidiary to which clause (c) above is not applicable, cause such new Material Subsidiary (i) to become a party to an Intercompany Guaranty and the applicable Intercompany Collateral Documents and (ii) to take such other actions necessary oror advisable to grant to an Intercompany Lender a perfected security interest in such Intercompany Collateral Documents with respect to such new Material Subsidiary, which security interest shall be assigned to the Administrative Agent for the benefit of the Secured Parties, including taking such additional actions in the reasonable judgment such jurisdictions as may be required by such Intercompany Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(e) subject to any limitations imposed by any Requirement of Law and only to the extent that the Company and its Subsidiaries (taken as a whole) shall not suffer any material adverse tax consequences as a result thereof, if at any time the (i) aggregate EBITDA of the Table of Contents Material Loan Parties for the most recently completed Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) is less than 80% of the aggregate EBITDA of the Company and all of its Subsidiaries, taken as a whole, for such period or (ii) the aggregate value of the total assets owned by the Material Loan Parties, as of the end the most recently completed Financial Covenant Period for which Financial Statements have been delivered pursuant to Section 6.1 (Financial Statements) is less than 80% of the Consolidated Total Assets of the Company and its Subsidiaries, taken as a whole; then the Borrowers shall take such actions necessary or advisable to ensure grant to the validity or continuing validity Administrative Agent for the benefit of the guaranties or to create, maintain or perfect the Secured Parties a perfected security interest required to in additional assets of such other JD Entities (other than any Securitization Assets) as may be granted pursuant to clause (a), (b) or (c) abovereasonably requested by the Administrative Agent, including the filing of UCC financing statements (or the applicable equivalentequivalent perfection documents) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the applicable Collateral Documents or by law any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(f) subject to any limitations imposed by any Requirement of Law and only to the extent that the Company and its Subsidiaries (taken as a whole) shall not suffer any material adverse tax consequences as a result thereof, if, solely due to currency fluctuations (and not to any repayment of principal owing under any Intercompany Note), at any time the aggregate Dollar Equivalent of all amounts of principal outstanding under the Intercompany Notes is less than 90% of the Dollar Equivalent of all amounts of principal outstanding under the Intercompany Notes on the Closing Date, then the Borrowers shall take such actions necessary or advisable to (i) make such amendments to the terms of the Intercompany Loans, including amending the currency of, or the Dollar Equivalent value of, the obligations owing thereunder, as may be reasonably requested by the Administrative Agent and (ii) grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in additional assets of such other JD Entities (other than any Securitization Assets) as may be reasonably requested by the Administrative Agent, including the filing of UCC financing statements (or the applicable equivalent perfection documents) in such jurisdictions as may be required by the applicable Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(g) upon the expiration or other termination of the sale and leaseback transactions in existence on the Closing Date and set forth on Schedule 8.15 (Existing Sale and Leasebacks), the Company shall, or shall cause the applicable JD Entity to, promptly execute and deliver to the Administrative Agent such amendments to the Collateral Documents, or such additional Collateral Documents, as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in all of real property and personal property previously encumbered or subject to a negative pledge pursuant to the applicable Existing Sale Leaseback Documentation; and
(eh) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To Each of the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property Borrower and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date)Holdings will, each Borrower agrees promptly to do, or and will cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionto:
(a) with respect to any property acquired after the Closing Date by Holdings, the Borrower or any of its Subsidiaries (other than (x) any property described in paragraph (b), (c) or (d) below, (y) any property subject to applicable Requirements a Lien expressly permitted by Section 6.3(i) and (z) property acquired by any Excluded Foreign Subsidiary) as to which the Collateral Agent, for the benefit of Lawthe Secured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Collateral Documents Security Agreement or such other documents as the Administrative Collateral Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiaryproperty, including the filing of UCC Uniform Commercial Code financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents Security Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent; and;
(eb) with respect to any fee interest in any real property having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by Holdings, the Borrower or any of its Subsidiaries (other than (y) any such real property subject to a Lien expressly permitted by Section 6.3(f) and (z) real property acquired by any Excluded Foreign Subsidiary), promptly (i) execute and deliver a first priority Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent or the Requisite Lenders, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (iii) if requested by the Collateral Agent or the Requisite Lenders, deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent;
(c) with respect to any new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by Holdings, the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock and any Indebtedness of such new Subsidiary that is owned by Holdings, the Borrower or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock and any Indebtedness, together with undated stock or board powers, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, as Pledged Stock or Pledged Notes, as applicable, under the Security Agreement, (iii) cause such new Subsidiary (A) to become a party to the Security Agreement and the Guaranty, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially in the form of Exhibit I, with appropriate insertions and attachments, and (iv) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent;
(d) with respect to any new First-Tier Excluded Foreign Subsidiary created or acquired after the Closing Date by Holdings, the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Subsidiary that becomes a First-Tier Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Collateral Agent such amendments to the Security Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock and any Indebtedness of such First-Tier Excluded Foreign Subsidiary that is owned by Holdings, the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Voting Stock of any such new First-Tier Excluded Foreign Subsidiary be required to be so pledged unless tax laws change to permit an increased percentage without adverse tax consequences to the Borrower), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock and Indebtedness, together with undated stock or board powers, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such First-Tier Excluded Foreign Subsidiary, as the case may be, as Pledged Stock or Pledged Notes, as applicable, under the Security Agreement, (iii) take such other action as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the Collateral Agent’s security interest therein, and (iv) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent; and;
(e) promptly upon request by the Administrative Agent or the Collateral Agent, as the case may be, (i) correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, and (ii) do, execute, acknowledge, deliver, record, re-record, file, and re-file, any and all such further acts, certificates, assurances and other instruments as the Administrative Agent may reasonably require from time to time in order to (A) carry out more effectively the purposes of the Loan Documents, (B) to the fullest extent permitted by applicable law, subject any Loan Party’s or any of its Subsidiaries’ properties, assets, rights or interests to the Liens now or hereafter intended to be covered by any of the Collateral Documents, (C) perfect and maintain the validity, effectiveness and priority of any of the Collateral Documents and any of the Liens intended to be created thereunder ,(D) carry out the purposes of Section 6.4(iv) and Section 9.23, and (E) assure, grant, preserve, protect and confirm unto the Secured Parties the rights granted or now or hereafter intended to be granted to the Secured Parties under any Loan Document or under any other instrument executed in connection with any Loan Document to which any Loan Party or any of its Subsidiaries is or is to be a party, and cause each of its Subsidiaries to do so.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each the Borrower agrees promptly to do, or cause each Subsidiary (other than any Immaterial Subsidiary) of its Subsidiaries the Borrower to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly executed supplements and amendments to the Collateral Documents Guaranty (or, in the case of any Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that each Subsidiary of each Loan Party guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, in no event shall any Excluded Foreign Subsidiary or Immaterial Subsidiary be required to guaranty the payment of the Obligations, unless (x) the Borrower and the Administrative Agent otherwise agree, (y) in the case of any Excluded Foreign Subsidiary, such Excluded Foreign Subsidiary has entered into Guaranty Obligations in respect of other Indebtedness of the Borrower having substantially similar tax consequences and (z) in the case of any Immaterial Subsidiary, such Immaterial Subsidiary has entered into Guaranty Obligations in respect of other Indebtedness of the Borrower;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and 73 Stock Equivalents, Intercompany Notes Equivalents and other debt Securities owned by any Loan Party, and (ii) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest in all property interests and other assets of any Wholly-Owned Subsidiary that are owned by the Company Loan Party; provided, however, in no event shall (x) any Loan Party or any of its Subsidiaries and requested Subsidiaries, individually or collectively, be required to pledge in excess of 65% of the outstanding Voting Stock of any Excluded Foreign Subsidiary or (y) any assets of any Excluded Foreign Subsidiary be required to be pledged by pledged, unless the Borrower and the Administrative AgentAgent otherwise agree;
(bc) deliver to the Administrative Agent the certificates (if any) or all certificates, instruments and other documents representing such all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities being pledged pursuant to the joinders, amendments and foreign agreements executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes Pledged Debt Instruments and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and;
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Edo Corp)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property Date, the Borrower and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees Holdings agree to do promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver deliver, and cause its Subsidiaries to execute and deliver, to the Administrative Agent such supplements, amendments and joinders to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary that are owned or held by the Company any Loan Party or any of its Subsidiaries Subsidiary thereof and requested required to be pledged by the Administrative Agent; provided, however, that, unless otherwise agreed by the Borrower and the Administrative Agent, in no event shall such Loan Party or such Subsidiary be required to pledge in excess of 65% of the outstanding Voting Stock of any direct Subsidiary of the Borrower or Subsidiary Guarantor that is not a Domestic Subsidiary or, unless such Stock is otherwise held by the Borrower or any other Subsidiary Guarantor, any of the Stock of any Subsidiary of such direct Subsidiary; and provided, further, that, unless otherwise agreed by the Borrower and the Administrative Agent, in no event shall any Subsidiary of any Loan Party that is not a Domestic Subsidiary be required to guaranty the payment of the Obligations or grant a security interest in any of its assets to secure the Secured Obligations;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned SubsidiaryDomestic Subsidiary of any Loan Party (other than HLI Europe LLC, U.S. LLC and the Captive Insurance Subsidiary and as otherwise agreed by the Administrative Agent), cause such new Subsidiary (i) to execute a supplement, amendment or joinder or otherwise become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law law or as may be reasonably requested by the Administrative Agent;; and
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Propertyany Foreign Subsidiary of any Loan Party (other than Dutch ▇▇▇▇▇, title insuranceany Class IV Foreign Subsidiary and as otherwise agreed by the Administrative Agent), surveys cause such Subsidiary (i) to execute a supplement, amendment or joinder or otherwise become a party to an Intercompany Guaranty and the applicable Intercompany Collateral Documents and (ii) to take such other supporting documentation actions necessary or advisable to grant to the applicable Intercompany Lender and the beneficiary of the Intercompany Guaranty a perfected security interest in the Intercompany Collateral described in the Intercompany Collateral Documents with respect to such Subsidiary, including any filings or recordings in such jurisdictions as may be required by the Intercompany Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party; CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or any of its Subsidiaries and requested (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) upon request of the Administrative Agent, deliver to it a Mortgage on any real property owned by any Loan Party with a fair market value in excess of $250,000 and on any of its material leases, together with all Mortgage Supporting Documents relating thereto (or, if such real property or the real property subject to applicable Requirements such lease is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Administrative Agent to obtain the equivalent in such jurisdiction of Law, in the case of any new Whollya first-Owned Subsidiary, cause priority mortgage on such new Subsidiary real property or lease);
(id) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as Agent may be required by the Collateral Documents or by law or as may be otherwise reasonably requested by the Administrative Agentrequest; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Medical Staffing Network Holdings Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Effective Date (including including, without limitation, in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party before or after the Closing Effective Date), each Borrower agrees promptly to do, or cause each Subsidiary of its Subsidiaries Euramax U.S. to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments duly-executed guarantees (including, without limitation, as the case may be, foreign guaranties and similar agreements) and related documents, in each case in form and substance reasonably satisfactory to the Collateral Documents Agent and as the Administrative Agent deems necessary or reasonably advisable in order to grant ensure that each Person planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Contingent Obligations in respect of any Senior Subordinated Note and each Subsidiary of each Loan Party unconditionally guaranties, as primary obligor and not as surety, the Administrative Agent, full and punctual payment when due of the Guarantied Obligations or any part thereof for the benefit of the Secured Guarantied Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
(b) deliver to the Administrative Agent such duly-executed pledges, security agreements and, if applicable, other Collateral Documents (including, without limitation, as applicable, foreign charges, pledges, security agreements and similar Collateral Documents), in each case in form and substance reasonably satisfactory to the certificates Agent and as the Agent deems necessary or advisable in order to (if anyi) effectively grant to the Agent, for the benefit of the Guarantied Parties, a valid, perfected and enforceable first-priority security interest (or instruments representing such equivalent in a foreign jurisdiction) in the Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securitiessecurities owned by any Person planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Guaranty Obligations of any Senior Subordinated Note or by any Loan Party or any Subsidiary of any Loan Party and (ii) effectively grant to the Agent, for the benefit of the Guarantied Parties, a valid, perfected and enforceable first-priority security interest (or the equivalent in any non-U.S. jurisdiction) in all property interests and other assets of any Person planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Guaranty Obligations of any Senior Subordinated Note or of any Loan Party or any Subsidiary of any Loan Party; provided, that, unless (x) Euramax U.S. and the Agent otherwise agree or (y) such pledge or grant can be made without resulting in any material adverse tax consequences for the Loan Parties and their Subsidiaries, taken as a whole (including, without limitation, any Person that becomes a Loan Party as a result of such pledge or grant), in no event shall any Loan Party or any Subsidiary thereof be required to pledge (i) in excess of 65% of the outstanding Voting Stock of any direct Foreign Subsidiary of Euramax U.S. or of its Domestic Subsidiaries or (ii) unless such Stock is otherwise held by Euramax U.S. and its Domestic Subsidiaries, any of the Stock of any Foreign Subsidiary of such direct Foreign Subsidiary;
(c) deliver to the Agent all certificate, instruments and other documents representing all Stock, debt instruments and all other Stock, Stock Equivalents and other debt securities being pledged pursuant to the Loan Documents executed pursuant to clause (b) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes debt instruments and other certificated debt Securitiessecurities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including including, without limitation, the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after Effective Date, the Closing Date), each Borrower agrees to do promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents or enter into such new Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary of the Borrower that are owned by the Company Borrower or any of its Domestic Subsidiaries; provided, however, that in no event shall the Borrower or any of its Domestic Subsidiaries be required to pledge in excess of 66% of the outstanding Voting Stock (and requested to be pledged by 100% of the Administrative Agentoutstanding non-Voting Stock) of any Foreign Subsidiary or any of the stock of any Subsidiary of such Foreign Subsidiary;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers or other instruments of transfer endorsed in blank and (iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Borrower or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary of any Loan Party that is a Domestic Subsidiary, cause such new Wholly-Owned Subsidiary (i) to become a party to a Guaranty the Pledge and Security Agreement and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the ratable benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(ed) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries a Material Domestic Subsidiary or Material Foreign Subsidiary of any Loan Party after the Closing Date), each the Borrower agrees promptly to do, or cause each Subsidiary of its Subsidiaries the Borrower to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that each Material Domestic Subsidiary and Material Foreign Subsidiary that has entered SECOND LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY into Guaranty Obligations in respect of the Indebtedness of any Loan Party guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, in no event shall any Excluded Foreign Subsidiary be required to guaranty the payment of the Obligations unless the Borrower and the Administrative Agent otherwise agree;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and the relevant Canadian Collateral Document and, if applicable, other Collateral Documents (including, in the case of any Loan Party that owns Stock of a Material Foreign Subsidiary, Foreign Pledge Agreements), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) effectively grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities owned by any Loan Party and (ii) effectively grant to the Collateral Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest in all property interests and other assets of any Wholly-Owned Loan Party; provided, however, in no event shall (x) any Loan Party, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or (y) any assets of its Subsidiaries and requested any Excluded Foreign Subsidiary be required to be pledged by pledged, unless the Borrower and the Administrative AgentAgent otherwise agree;
(bc) deliver to the Administrative Agent the certificates (if any) or all certificates, instruments and other documents representing such all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities being pledged pursuant to the joinders, amendments and Foreign Pledge Agreements executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes Pledged Debt Instruments and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative AgentLoan Party;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and;
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Tecumseh Products Co)
Additional Collateral and Guaranties. (a) On or, as soon as possible, after the Permitted IPO Reorganization but in any event not later than 15 days after the completion of the Permitted IPO Reorganization, to the extent not delivered to the Collateral Agent on or before the Amendment Closing Date and to the extent it can practicably and legally do so (by reference to the laws of the jurisdiction of its incorporation and/or the laws of the jurisdiction where its relevant assets are located or which are binding upon it or its assets), the Applicable Memec Parent shall cause each of the Collateral Documents listed on Part III of Schedule 1.1(a) (the “New Permitted IPO Reorganization Collateral Documents”), to be duly executed and delivered by itself (where applicable) and by each Loan Party that is a party thereto, as applicable, together with:
(i) in respect of Loan Parties which are Domestic Subsidiaries, evidence satisfactory to the Collateral Agent that the Collateral Agent (for the benefit of the Secured Parties) has a valid and perfected first priority security interest (subject only to Liens permitted under Section 8.2) in the Collateral being granted pursuant to the New Permitted IPO Reorganization Collateral Documents which such Loan Parties are a party (or in the case of filings or other actions necessary to perfect Liens granted on the Permitted IPO Reorganization, will have a valid and perfected first priority security interest (subject only to Liens permitted under Section 8.2) upon the applicable filings or other actions taken after the Permitted IPO Reorganization), including (x) such documents duly executed by each such Loan Party as the Collateral Agent may request and as are customary with respect to the perfection of its security interests in the Collateral (including financing statements under the UCC, patent, trademark and copyright security agreements suitable for filing with the Patent and Trademark Office or the Copyright Office, as the case may be, and other applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by any New Permitted IPO Reorganization Collateral Documents) and (y) copies of UCC search reports as of a recent date listing all effective financing statements that name any Loan Party as debtor, together with copies of such financing statements, none of which shall cover the Collateral except for those which shall be terminated on the Permitted IPO Reorganization);
(ii) in respect of Loan Parties organized other than in the United States of America, evidence customary in the applicable jurisdiction of organization that the Collateral Agent (for the benefit of the Secured Parties) has a valid and perfected security interest in the Collateral being granted pursuant to the New Permitted IPO Reorganization Collateral Documents which such Loan Parties are a party, including such documents duly executed by each Loan Party as the Collateral Agent may request with respect to the perfection of its security interests in the Collateral (including any applicable documents under the laws of any jurisdiction with respect to the perfection of Liens created by such New Permitted IPO Reorganization Collateral Documents);
(iii) where appropriate, share certificates representing all issued share capital of the members of the Group being pledged pursuant to any New Permitted IPO Reorganization Collateral Documents and, where appropriate, stock powers for such share certificates or stock transfer forms executed in blank or otherwise completed as appropriate;
(iv) all instruments representing any Pledged Notes being pledged pursuant to the relevant New Permitted IPO Reorganization Collateral Documents duly endorsed in favor of the Collateral Agent or in blank;
(v) where required pursuant to the applicable New Permitted IPO Reorganization Collateral Documents, Blocked Account Letters from all Blocked Account Banks;
(vi) where required pursuant to the applicable New Permitted IPO Reorganization Collateral Documents, Control Account Letters from (A) all securities intermediaries with respect to all securities accounts and securities entitlements of any Loan Party, and (B) all futures commission agents and clearing houses with respect to all commodities contracts and commodities accounts held by any Loan Party;
(vii) a copy of each consent required to be obtained by the Loan Parties in connection with the granting of security interests in the Collateral; and
(viii) a copy of each notice required to be delivered pursuant to the New Permitted IPO Reorganization Collateral Documents and evidence that they have been delivered to the addressees thereof.
(ix) a favorable opinion of (A) ▇▇▇▇▇▇▇▇ Chance LLP, U.S. counsel to the Loan Parties, in the agreed form, (B) Weil, Gotshal & ▇▇▇▇▇▇, English counsel to the Lenders and (C) except as otherwise agreed between the Borrowers and the Facility Agents and the Collateral Agent, counsel to the Lenders in each Eligible Jurisdiction, in each case addressed to the Facility Agents and the Lenders and addressing such other matters as any Lender through the Facility Agents may reasonably request in relation to the New Permitted IPO Reorganization Collateral Documents;
(b) To the extent not delivered to the Administrative Collateral Agent on or before the Amendment Closing Date and to the extent it can practicably and legally do so (including in respect by reference to the laws of after-acquired property the jurisdiction of its incorporation and/or the laws of the jurisdiction where its relevant assets are located or which are binding upon it or its assets), Memec US PubCo and Persons that become Wholly-Owned Subsidiaries of any each Loan Party shall, and shall cause each Material Subsidiary and each Specified Subsidiary, whether currently existing or created or acquired (to the extent permitted hereunder) after the Closing Date)date hereof by any Group Member, each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionpromptly:
(ai) subject to applicable Requirements of Law, execute and deliver to the Administrative Collateral Agent such new Collateral Documents or amendments to the existing Collateral Documents as the Administrative Collateral Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assetsCollateral (subject only to Liens permitted under Section 8.2 and including, for the avoidance of doubt, intellectual property), Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities (including, for the avoidance of doubt, intercompany loans) of any Wholly-Owned Material Subsidiary or Specified Subsidiary (including any Subsidiary that are becomes a Material Subsidiary after the Amendment Closing Date pursuant to the definition thereof) which is owned by the Company or any of its Subsidiaries such Loan Party and requested to be granted or pledged by the Administrative Collateral Agent;
(bii) deliver to the Administrative Collateral Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with with:
(iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and blank; and
(iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may beapplicable Loan Party;
(ciii) subject to applicable Requirements of Law, in the case of Memec US PubCo, to execute and deliver an Accession Agreement;
(iv) in the case of Memec US PubCo and any new Wholly-Owned such Material Subsidiary or Specified Subsidiary, cause Memec US PubCo and such new Material Subsidiary or Specified Subsidiary:
(iA) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and Documents; and
(iiB) to take such other actions reasonably necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Material Subsidiary or Specified Subsidiary, including the filing making of UCC financing statements (or the applicable equivalent) such filings in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) abovelaw, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Collateral Agent; and
(ev) if requested by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent, and such corporate documentation (including corporate resolutions, good standing certificates and incumbency certificates) reasonably requested by the Collateral Agent.
(c) The Applicable Memec Parent will procure, unless and to the extent that such execution and delivery and granting of security (i) would be unavoidably unlawful, or (ii) is prohibited by statute, or (iii) would cause the Group to incur costs which are disproportionate to the value of the security which would be obtained thereby, or (iv) would be beyond the corporate power of the company or corporation concerned (and then only if such corporate power cannot be modified or extended to allow such execution, delivery and granting of security) or would be reasonably likely to result in the directors of the company or corporation concerned incurring actual personal liabilities, that at all times the pro forma consolidated EBITDA of the Material Subsidiaries is at least 80.0% or more of the consolidated EBITDA of the Group, in each case tested on a consolidated basis for the previous 12 months as at the end of each Fiscal Year by reference to the annual audited financial statements for such Fiscal Year delivered in accordance with Section 6.1(c).
Appears in 1 contract
Sources: Credit Agreement (Memec Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property Date, Borrower shall, and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to do, or shall cause each of its Restricted Subsidiaries to doto, promptly do each of the following: (n) with respect to any Domestic Subsidiary (other than any Excluded Subsidiary) as of the Closing Date, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements the last paragraph in Section 3.1 and any limitations imposed by any Requirement of Law, execute and deliver to the Administrative Agent such Collateral Documents and amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the applicable Secured Parties, a perfected first priority security interest (as and solely to the extent provided in the Pledge and Security Agreement and subject to Liens on the applicable assets otherwise permitted hereby) in such Subsidiary’s assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of representing (x) obligations owing under each Combined Affiliate Promissory Note and any Wholly-Owned Subsidiary that are owned by other loan agreement or note between the Company Borrower or any of its Restricted Subsidiaries and requested a Related Corporation and (y) intercompany Indebtedness having a principal amount of $5,000,000 or greater that are evidenced by a note; provided that notwithstanding the foregoing, such actions shall not be required to the extent that Borrower and the Administrative Agent reasonably determine that the costs or other consequences to Borrower or its Subsidiaries of complying with any requirement in this clause (a) are excessive in view of the benefits to be pledged obtained by the Administrative Agent;
Secured Parties, giving due regard to all relevant circumstances at the time of such determination; (bo) subject to the last paragraph in Section 3.1, deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, representing (x) obligations owing under each Combined Affiliate Promissory Note and any other loan agreement or note between the Borrower or any of its Restricted Subsidiaries and a Related Corporation and (y) intercompany Indebtedness having a principal amount of $5,000,000 or greater that are evidenced by a note, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt 157 Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Holdings, Borrower or such Subsidiary, as the case may be;
; (cp) with respect to any Person that becomes a Domestic Subsidiary (other than (x) any Excluded Subsidiary and (y) a Subsidiary that will be (and, unless the Administrative Agent shall otherwise agree in its sole discretion, within 90 days following its creation or acquisition, is) converted into a Related Professional Corporation in a manner consistent with past practices or in the ordinary course of business) after the Closing Date, subject to applicable Requirements any limitations imposed by any Requirement of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the applicable Secured Parties a perfected security interest in the Collateral described in such the applicable Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
; provided that such actions shall not be required to the extent that, Borrower and the Administrative Agent reasonably determine that the costs or other consequences to Borrower or its Subsidiaries of complying with any requirement in this clause (dc) are excessive in view of the benefits to take be obtained by the Secured Parties, giving due regard to all relevant circumstances at the time of such other actions necessary ordetermination; (q) notwithstanding anything to contrary in this Agreement, (A) the foregoing requirements shall be subject to the terms of any Intercreditor Agreement or any Other Intercreditor Agreement and, in the reasonable judgment event of any conflict with such terms, the Administrative Agentterms of such Intercreditor Agreement or Other Intercreditor Agreement, advisable to ensure the validity or continuing validity of the guaranties or to createas applicable, maintain or perfect the shall control, (B) no security interest required to or lien is or will be granted pursuant to clause any Loan Document or otherwise in any right, title or interest of any of Holdings, Borrower or any of its Subsidiaries in, and “Collateral” shall not include, any Excluded Asset (aas defined in the Pledge and Security Agreement), (bC) no Loan Party or (c) above, including the filing of UCC financing statements (any Affiliate thereof shall be required to take any action in any non-U.S. jurisdiction or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents laws of any non-U.S. jurisdiction in order to create any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (D) to the extent not automatically perfected by law filings under the Uniform Commercial Code of each applicable jurisdiction, no Loan Party shall be required to take any actions in order to perfect any security interests granted with respect to any assets specifically requiring perfection through control (including cash, cash equivalents, deposit accounts, securities accounts, but excluding Stock and Stock Equivalents and debt Securities required to be delivered pursuant to Section 7.11(b) above), and (E) nothing in this Section 7.11 shall require that any Subsidiary ▇▇▇▇▇ ▇ ▇▇▇▇ with respect to any property or as may be reasonably requested by assets in which such Subsidiary acquires ownership rights to the Administrative Agent; and
(e) if requested by extent that the Administrative Agent, deliver to Borrower and the Administrative Agent legal opinions relating reasonably determine in writing that the costs or other consequences to the matters described aboveHoldings, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.Borrower or any of its Subsidiaries of the
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered (a) With respect to the Administrative Agent on any new Subsidiary (other than an Excluded Foreign Subsidiary) created or before acquired after the Closing Date by the Company or any Domestic Subsidiary (including which new Subsidiary, for the purposes of this paragraph (a), shall include any existing Significant Subsidiary that ceases to be an Excluded Foreign Subsidiary and, at the request of the Administrative Agent, shall also include any Foreign Subsidiary (other than any Excluded Foreign Subsidiary) of the Company or any Domestic Subsidiary which is in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after existence on the Closing Date but does not execute a Subsidiary Guarantee on the Closing Date), each Borrower agrees the Company or its Subsidiaries, as applicable, shall promptly (i) execute and deliver to dothe Trustee such amendments to the applicable Pledge Agreement, or cause each such additional Pledge Agreement, as the Administrative Agent deems necessary or advisable in order to grant to the Trustee, as security for the Secured Obligations secured under such Pledge Agreement, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Company or any of its Subsidiaries (other than an Excluded Foreign Subsidiary), (ii) deliver to dothe Trustee the certificates representing such Capital Stock, each together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the followingCompany or such pledgor Subsidiary, unless otherwise agreed as the case may be, or take such other perfection actions in respect of such Capital Stock as shall be reasonably requested by the Administrative Agent to perfect its security interest therein, (iii) cause such new Subsidiary to become a party to a Subsidiary Guarantee and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in its reasonable discretion:form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(ab) subject With respect to applicable Requirements any new Excluded Foreign Subsidiary (other than any such Subsidiary which is of Lawthe type described in clause (i) or (iv) of the definition of Excluded Foreign Subsidiary in Section 1.01) created or acquired after the Closing Date by the Company or any of its Domestic Subsidiaries, the Company or such Domestic Subsidiary, as applicable, shall promptly (i) execute and deliver to the Administrative Agent such amendments or supplements to the Collateral Documents Pledge Agreement, or such other security documents, as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative AgentTrustee, as security for the benefit of Secured Obligations secured under the Secured PartiesPledge Agreement, a perfected first priority security interest in the assets, Capital Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned such new Subsidiary that are which is owned by the Company or any of its Domestic Subsidiaries and requested (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be pledged by the Administrative Agent;
so pledged), (bii) deliver to the Administrative Agent Trustee the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt SecuritiesCapital Stock, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securitiespowers, endorsed in blank, in each case executed and delivered by a Responsible Officer duly authorized officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents be and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(eiii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) Notwithstanding anything in this Section 8.11 to the contrary, (i) shares of the Capital Stock of Netherlands BV II and Netherlands BV IV shall not be required to be pledged hereunder, and shares of Capital Stock of any other Foreign Subsidiary shall not be required to be pledged hereunder to the extent that, in the good faith judgment of the Company, the pledging of such Capital Stock would result in adverse tax consequences to the Company or would be unlawful and (ii) so long as the Existing Accounts Receivable Financing Program or any similar program is in effect, the Receivables Subsidiary or any Subsidiary created under a subsequent receivables financing program shall not be required to become a party to a Subsidiary Guarantee or to create a security interest in any of its assets.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-property acquired property and in connection with any Permitted Acquisition, any other after acquired property, Persons that become Wholly-Owned Subsidiaries of any Loan Party pursuant to the Global Manufacturing Restructuring and any other Persons that become Subsidiaries of any Loan Party after the Closing Date), each the Borrower agrees promptly to do, or cause each Subsidiary of its Subsidiaries the Borrower to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly executed supplements and amendments to the Collateral Documents Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that each Subsidiary of each Loan Party and each Subsidiary of the Borrower planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Guaranty Obligations of the Indebtedness of any Loan Party or any other Person in each case to the extent such Guaranty Obligations are permitted hereunder, guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that, unless (x) the Borrower and the Administrative Agent otherwise agree, (y) such Non-U.S. Person or Subsidiary has entered into Guaranty Obligations as described above having substantially similar tax consequences or (z) such guaranty can be given without resulting in any material adverse tax consequences for the Loan Parties and their Subsidiaries, taken as a whole (including any Person that becomes a Loan Party as a result of such pledge or grant), in no event shall any Non-U.S. Person or any Subsidiary of any Non-U.S. Person be required to guaranty the payment of the Obligations;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that holds shares in any Person that is not a Domestic Subsidiary and is organized under the laws of Australia, Canada, Mexico, the United Kingdom, Luxembourg or such other jurisdictions as may be reasonably required by the Administrative Agent, foreign charges, pledges, security agreements and other Collateral Documents necessary or advisable to perfect the Administrative Agent’s Lien on such shares), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company Borrower, any Loan Party or any Subsidiary of its Subsidiaries any Loan Party or any Subsidiary of the Borrower planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Guaranty Obligations as described in clause (a) above or any other Person planning to enter, having entered or having agreed to enter into any such Guaranty Obligations and requested (ii) effectively grant to be pledged by the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest in all property interests and other assets of any Loan Party or any Subsidiary of any Loan Party or any Subsidiary of the Borrower planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Guaranty Obligations as described in clause (a) above or any other Person planning to enter, having entered or having agreed to enter into any such Guaranty Obligations; provided, however, that, unless (x) the Borrower and the Administrative Agent otherwise agree or (y) such pledge or grant can be made without resulting in any material adverse tax consequences for the Loan Parties and their Subsidiaries, taken as a whole (including any Person that becomes a Loan Party as a result of such pledge or grant), in no event shall any Loan Party or any Subsidiary thereof be required to pledge (i) in excess of 65% of the outstanding Voting Stock of any Non-U.S. Person that is a direct Subsidiary of the Borrower or of any Subsidiary of the Borrower that is a Domestic Person or (ii) any Stock in any direct or indirect Subsidiary of any Non-U.S. Person that is a direct Subsidiary of the Borrower or of any Subsidiary of the Borrower that is a Domestic Person;
(bc) deliver to the Administrative Agent the certificates (if any) or all certificates, instruments and other documents representing such all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities being pledged pursuant to the joinders, amendments and foreign agreements executed pursuant to clause (b) above, together with (i) in the case of such Pledged Certificated Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes Pledged Debt Instruments and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above, or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and;
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. (a) At least 15 Business Days prior to (i) entering into any real property lease (other than a renewal of an existing real property lease) for the principal place of business and chief executive office of the Company or any other Restricted Subsidiary or any other real property lease (including any renewal) in which the annual rental payments are anticipated to equal or exceed $1,000,000 or (ii) acquiring of any material owned real property, the Company shall, and shall cause such Restricted Subsidiary to, provide the Administrative Agent written notice thereof. Upon written request of the Administrative Agent, the Company shall, and shall cause such Restricted Subsidiary to, execute and deliver to the Administrative Agent, immediately upon the acquisition of any such leased or owned real property, a mortgage, deed of trust, assignment or other appropriate instrument evidencing a Lien in favor of the Collateral Agent for the benefit of the Secured Parties, upon any such lease or real property, together with such title policies, certified surveys, and local counsel opinions with respect thereto and such other agreements, documents and instruments which the Administrative Agent deems necessary or desirable, the same to be in form and substance satisfactory to the Administrative Agent and to be subject only to (i) Permitted Liens and (ii) such other Liens as the Administrative Agent may reasonably approve.
(b) To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after Effective Date, the Closing Date), each Borrower agrees Borrowers agree promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(ai) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary that which are owned by the Company Borrowers or any of its Restricted Subsidiaries and requested to be pledged by the Administrative Agent;
; provided, however, that the Stock of any Restricted Subsidiary shall be pledged to the Collateral Agent only to the extent such pledge of Stock would not result in material adverse tax consequences to the Company and its Restricted Subsidiaries, taken as a whole, (bii) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank blank, and (iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Borrowers or such Subsidiary, as the case may be;
, (ciii) subject to applicable Requirements of Law, in the case of any such new Wholly-Owned Subsidiary, Subsidiary that is a Domestic Subsidiary cause such new Subsidiary (iA) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iiB) to take such other actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Subsidiary, including the filing of UCC Uniform Commercial Code financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
, (eiv) in the case of any Restricted Subsidiary acquired pursuant to Section 6.9(a), take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest in the Stock and Stock Equivalents, other debt Securities and property pledged to the Company pursuant to the provisions of Section 6.9(a), as may be reasonably requested by the Administrative Agent and (v) if requested by the Administrative Agent, deliver to the Administrative Agent and Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Effective Date (including including, without limitation, in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party before or after the Closing Effective Date), each Borrower and, subject to Section 7.6(k)(vi), Euramax U.S. agrees promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed in writing by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments duly executed guarantees (including, without limitation, as the case may be, foreign guaranties and similar agreements) and related documents, in each case in form and substance reasonably satisfactory to the Collateral Documents Agent and as the Administrative Agent deems necessary or reasonably advisable in order to grant ensure that each Person planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Contingent Obligations in respect of any Senior Subordinated Note and each Subsidiary of each Loan Party unconditionally guaranties, as primary obligor and not as surety, the Administrative Agent, full and punctual payment when due of the Guarantied Obligations or any part thereof for the benefit of the Secured Guarantied Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
(b) deliver to the Administrative Agent such duly executed pledges, security agreements, mortgages or deeds of trust, and, if applicable, other documents in the certificates nature of the Collateral Documents (if anyincluding, without limitation, as applicable, foreign charges, pledges, debentures, mortgages, deeds of pledge, deeds of trust, security agreements and similar documents), in each case in form and substance reasonably satisfactory to the Agent and as the Agent deems necessary or advisable in order to (i) effectively grant to the Agent, for the benefit of the Guarantied Parties or instruments representing such Secured Parties, as applicable, a valid, perfected and enforceable first-priority security interest (or equivalent in a foreign jurisdiction) in the Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securitiessecurities owned by any Person planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Guaranty Obligations of any Senior Subordinated Note or by any Loan Party or any Subsidiary of any Loan Party and (ii) effectively grant to the Agent, for the benefit of the Guarantied Parties, a valid, perfected and enforceable first-priority security interest (or the equivalent in any non-U.S. jurisdiction) in all property interests and other assets of any Person planning to enter, having entered, having agreed to enter or which any Loan Party has agreed to cause to enter into Guaranty Obligations of any Senior Subordinated Note or of any Loan Party or any Subsidiary of any Loan Party; provided, that, unless (x) Euramax U.S. and the Agent otherwise agree or (y) such pledge or grant can be made without resulting in any material adverse tax consequences for the Loan Parties and their Subsidiaries, taken as a whole (including, without limitation, any Person that becomes a Loan Party as a result of such pledge or grant), in no event shall any Loan Party or any Subsidiary thereof be required to pledge in support of the Excluded U.S. Liabilities (i) more than 65% of the outstanding Voting Stock of any direct Foreign Subsidiary of Euramax U.S. or of its Domestic Subsidiaries or (ii) unless such Stock is otherwise held by Euramax U.S. and its Domestic Subsidiaries, any of the Stock of any Foreign Subsidiary of such direct Foreign Subsidiary;
(c) deliver to the Agent all certificates, instruments and other documents representing all Stock, debt instruments and all other Stock, Stock Equivalents and other debt securities being pledged pursuant to the Loan Documents executed pursuant to clause (b) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes debt instruments and other certificated debt Securitiessecurities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including including, without limitation, the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent and the delivery of the Secretary’s or Assistant Secretary’s certificates, good standing certificates, certified articles of incorporation, resolutions, bylaws, and related ancillary documents of the type described in Section 3.1(f), (g), and (i), each in form and substance reasonably satisfactory to the Agent; and;
(e) with respect to any parcel of real property, deliver to the Agent all documents respecting such parcel as are described in Section 6.14, each in form and substance reasonably satisfactory to the Agent;
(f) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each the Borrower agrees promptly to do, or cause each Subsidiary of its Subsidiaries the Borrower to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty (or, in the case of any Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that each Subsidiary of each Loan Party guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, in no event shall any Excluded Foreign Subsidiary be required to guaranty the payment of the Obligations unless the Borrower and the Administrative Agent otherwise agree;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities owned by any Loan Party or any Subsidiary of any WhollyLoan Party and (ii) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-Owned priority security interest in all property interests and other assets of any Loan Party or any Subsidiary that are owned by the Company of any Loan Party; provided, however, in no event shall (x) any Loan Party or any of its Subsidiaries and requested Subsidiaries, individually or collectively, be required to pledge in excess of 65% of the outstanding Voting Stock of any Excluded Foreign Subsidiary or (y) any assets of any Excluded Foreign Subsidiary be required to be pledged by pledged, unless the Borrower and the Administrative AgentAgent otherwise agree;
(bc) deliver to the Administrative Agent the certificates (if any) or all certificates, instruments and other documents representing such all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities being pledged pursuant to the joinders, amendments and foreign agreements executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes Pledged Debt Instruments and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and;
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, chosen by the Borrower and reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (WCI Steel, Inc.)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date) and except to the extent otherwise expressly provided under Section 7.15, each Loan Party shall, promptly (and, with respect to any Permitted Acquisition, within 30 days of the consummation thereof or such longer period of time agreed to by the Administrative Agent), each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(A) each Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower on the terms set forth in the Guaranty and Security Agreement; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party (excluding any Wholly-Owned Subsidiary that are owned by Excluded Property, as defined in the Company Guaranty and Security Agreement) on the terms set forth in the Guaranty and Security Agreement; provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (w) prior to the Merger Funding Date, the Target or any of its Subsidiaries be required to guaranty the payment of any Obligation or grant a security interest on any of its property as security for any Obligation, (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary (and requested subject to clause (z) hereafter) or (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such Stock and all Stock, Stock Equivalents, Intercompany Notes other Securities, chattel paper and other debt Securitiesinstruments pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) upon request of the Administrative Agent, deliver to it a Mortgage on any real property owned by any Loan Party having a fair market value in excess of $10,000,000, together with all Mortgage Supporting Documents reasonably requested by the Administrative Agent relating thereto (or, if such real property is located in a jurisdiction outside the United States, similar documents reasonably deemed appropriate by the Administrative Agent to obtain, to the extent possible, the equivalent in such jurisdiction of a first-priority mortgage on such real property);
(d) subject to applicable Requirements the terms of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to Security Agreement, take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Lien has the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority reasonably acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including (x) the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as the Administrative Agent may otherwise reasonably request, and (y) with respect to the outstanding Voting Stock of any Excluded Foreign Subsidiary required to be reasonably requested pledged hereunder (which shall specifically exclude Orgenics Ltd. and Orgenics International Holdings, B.V.), upon request of the Administrative Agent, pledge agreements and similar documents deemed appropriate by the Administrative Agent to obtain and perfect a security interest or the equivalent under the laws of the jurisdiction of organization of such Excluded Foreign Subsidiary, in such Voting Stock; provided that the documents required under this clause (y) (i) shall be required only with respect to any Excluded Foreign Subsidiary which generates gross revenues in any Fiscal Year of greater than $5,000,000, unless otherwise agreed to by the Administrative Agent, and (ii) except as provided in the foregoing clause (i), shall not be required with respect to any Excluded Foreign Subsidiaries which generate gross revenues in any Fiscal Year of less than $20,000,000 in the aggregate or such higher amount otherwise agreed to by the Administrative Agent;
(de) use commercially reasonable efforts to take such deliver to the Administrative Agent a landlord's agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facility or other actions necessary orlocation where Collateral with a value in excess of $1,000,000 is stored or located, in the reasonable judgment of unless otherwise consented to by the Administrative Agent, advisable to ensure which agreement or letter shall contain a waiver or subordination of all Liens or claims that the validity landlord or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as bailee may be required by assert against the Collateral Documents or by law or as may at that location and shall otherwise be reasonably requested by the satisfactory in form and substance to Administrative Agent; and
(ef) if requested by the Administrative Agent, deliver to the Administrative Agent and the Lenders legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Sources: First Lien Credit Agreement (Inverness Medical Innovations Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after Date, the Closing Date), each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(ai) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary that which are owned by the Company Borrower or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
; PROVIDED, HOWEVER, that in no event shall the Borrower or any of its Subsidiaries be required to pledge in excess of 65% of the outstanding Voting Stock of any Subsidiary that is not a Domestic Subsidiary, (bii) deliver to the Administrative Collateral Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank blank, and (iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Borrower or such Subsidiary, as the case may be;
, (ciii) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, such Subsidiary that is a Domestic Subsidiary cause such new Subsidiary (iA) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iiB) to take such other actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Subsidiary, including the filing of UCC Uniform Commercial Code financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
Agent and (eiv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent any of the following documents shall not have been delivered to the Administrative Agent or any of the following actions shall not have been taken on or before the Closing Effective Date (including in respect regardless of after-acquired property and Persons that become Wholly-Owned Subsidiaries whether such documents could not have been delivered or such actions could not have been taken as of any Loan Party after the Closing Effective Date), each of the Company and each Borrower agrees promptly to do, or and to cause each of its Subsidiaries to do, each promptly all of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents or such further Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of the Borrowers or any Wholly-Owned Material Subsidiary that are owned by the Company Company, any Borrower or any of its their respective Subsidiaries and requested to be pledged by the Administrative Agent; provided, however, that in no event shall the Company, the Borrowers or any of their respective Subsidiaries be required to pledge in excess of 65% of the outstanding Stock of any Material Subsidiary that is not a Domestic Subsidiary or any of the Stock of any Subsidiary of any such Material Subsidiary;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Company, such Borrower or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Lawcause the Company, in the case of any new Wholly-Owned Subsidiary, cause such new Borrower and any Material Subsidiary that is a Domestic Subsidiary (i) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other or actions necessary or advisable to (A) ensure the continued validity of the guaranties given in the Guaranty by the Company, the Borrowers and the Material Subsidiaries that are Domestic Subsidiaries or (B) grant to the Administrative Agent for the benefit of the Secured Parties Parties, or ensure the continued validity, perfection or priority of, a valid, perfected and enforceable first-priority security interest (subject to Customary Permitted Liens) in the Collateral described in such the Collateral Documents with respect to such new Subsidiaryeach of the Company, the Borrowers and the Material Subsidiaries that are Domestic Subsidiaries, including the filing of UCC Uniform Commercial Code financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(ed) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Suntron Corp)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in all of its property (other than Excluded Property under and as defined in the assetsGuaranty and Security Agreement), including all of the Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities owned by such Loan Party, as security for the Obligations of such Loan Party; provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or any of its Subsidiaries and requested (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such Stock and all Stock, Stock Equivalents, Intercompany Notes other Securities, chattel paper and other debt Securitiesinstruments pledged pursuant to the documents delivered pursuant to clause (a) above, together with undated powers or endorsements duly executed in blank (i) provided that so long as any of the First Lien Obligations are outstanding or the Intercreditor Agreement is in the case effect, delivery of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in items to the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer First Lien Collateral Agent shall satisfy the obligations of the Company or such Subsidiary, as the case may beGroup Members under this Section 7.10(b);
(c) subject upon request of the Administrative Agent, deliver to applicable Requirements it a Mortgage on any real property owned by any Loan Party, together with all Mortgage Supporting Documents relating thereto (or, if such real property is located in a jurisdiction outside the United States, similar documents deemed appropriate by the Administrative Agent to obtain the equivalent in such jurisdiction of Law, in the case of any new Whollya first-Owned Subsidiary, cause priority mortgage on such new Subsidiary real property);
(i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iid) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as the Administrative Agent may be otherwise reasonably requested request;
(e) use commercially reasonable efforts to deliver to the Administrative Agent a landlord’s agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located (subject to Section 7.15 and excluding each location where Collateral with a value of less than $200,000 is located), unless otherwise consented to by the Administrative Agent;
(d) , which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to take such other actions necessary or, in Administrative Agent; provided that the reasonable judgment Group Members shall deliver to the Administrative Agent a landlord’s agreement from the lessor of the Administrative Agent, advisable to ensure leased property where the validity Group Members’ books and records are located which agreement shall contain a waiver or continuing validity subordination of all Liens or claims that the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as landlord may be required by assert against the Collateral Documents or by law or as may at that location, and shall otherwise be reasonably requested by the satisfactory in form and substance to Administrative Agent; and
(ef) if requested by the Administrative Agent, deliver to the Administrative Agent and the Lenders legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Clearlake Capital Partners, LLC)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries a Material Domestic Subsidiary or Material Foreign Subsidiary of any Loan Party after the Closing Date), each the Borrower agrees promptly to do, or cause each Subsidiary of its Subsidiaries the Borrower to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that each Material Domestic Subsidiary and Material Foreign Subsidiary that has entered into Guaranty Obligations in respect of the Indebtedness of any Loan Party guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, in no event shall any Excluded Foreign Subsidiary be required to guaranty the payment of the Obligations unless the Borrower and the Administrative Agent otherwise agree; FIRST LIEN CREDIT AGREEMENT TECUMSEH PRODUCTS COMPANY
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and the relevant Canadian Collateral Document and, if applicable, other Collateral Documents (including, in the case of any Loan Party that owns Stock of a Material Foreign Subsidiary, Foreign Pledge Agreements), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) effectively grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities owned by any Loan Party and (ii) effectively grant to the Collateral Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest in all property interests and other assets of any Wholly-Owned Loan Party; provided, however, in no event shall (x) any Loan Party, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or (y) any assets of its Subsidiaries and requested any Excluded Foreign Subsidiary be required to be pledged by pledged, unless the Borrower and the Administrative AgentAgent otherwise agree;
(bc) deliver to the Administrative Agent the certificates (if any) or all certificates, instruments and other documents representing such all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities being pledged pursuant to the joinders, amendments and Foreign Pledge Agreements executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes Pledged Debt Instruments and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative AgentLoan Party;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and;
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in substantially all of its property as security for the assetsObligations of such Loan Party, Stock either by supplement to the Guarantee and Stock EquivalentsSecurity Agreement or by separate agreement on substantially the same terms; provided, Intercompany Notes however, that, unless the Borrower and other debt Securities the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 65% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or any of its Subsidiaries and requested (z) a security interest be required to be pledged by the Administrative Agentgranted on any property of any Excluded Foreign Subsidiary as security for any Obligation;
(b) deliver to the Administrative Agent all certificates representing all Securities pledged and required to be delivered pursuant to the certificates documents delivered pursuant to clause (if anya) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securitiesabove, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject upon request of the Administrative Agent, deliver to applicable Requirements it (x) an appraisal complying with FIRREA, (y) within 45 days of Lawreceipt of notice from the Administrative Agent that real property of the Loan Parties is located in a Special Flood Hazard Area, Federal Flood Insurance as required by Section 7.5, and (z) a Mortgage, in each case on any real property with a fair market value in excess of $1,000,000 owned by any Loan Party, together with all Mortgage Supporting Documents relating thereto (or, if such real property is located in a jurisdiction outside the case United States, similar documents deemed appropriate by the Administrative Agent to obtain the equivalent in such jurisdiction of a first-priority mortgage on such real property except with respect to Permitted Liens);
(d) deliver to the Administrative Agent landlord waivers for any new Wholly-Owned Subsidiaryadditional locations where the books and records of the Loan Parties are located;
(e) promptly upon the request by the Administrative Agent, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents Agent, and with respect to such new SubsidiaryIntellectual Property registered outside the United States, any filing which is reasonably requested by the Administrative Agent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as Agent may be required by the Collateral Documents or by law or as may be otherwise reasonably requested by the Administrative Agentrequest; and
(ef) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Medquist Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after Date, the Closing Date), each Borrower agrees to do promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver deliver, and cause its Subsidiaries to execute and deliver, to the Administrative Agent such supplements, amendments and joinders to the Collateral Documents (or, in the case of any Subsidiary of the Borrower that is not a Domestic Subsidiary, foreign pledges and security agreements) as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Credit Party or Subsidiary thereof that are owned by the Company such Credit Party or any of its Subsidiaries such Subsidiary and requested to be pledged by the Administrative Agent;; provided, however, that, unless otherwise agreed by the Borrower and the Administrative Agent, in no event shall such Credit Party or such Subsidiary be required to pledge in excess of 65% of the outstanding Voting Stock of any direct Subsidiary of any Borrower or Guarantor that is a Foreign Subsidiary (other than a Foreign Subsidiary that is a Foreign Borrower) or, unless such Stock is otherwise held by the Borrower or any other Guarantor, any of the Stock of any Subsidiary of such direct Subsidiary; and provided, further, that, unless otherwise agreed by the Borrower and the Administrative Agent, in no event shall FMC Wyoming or any Subsidiary of any Credit Party that is not a Domestic Subsidiary be required to guaranty the payment of the Obligations or grant a security interest in any of its assets to secure the Secured Obligations; FMC CORPORATION
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Credit Party or such SubsidiarySubsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary of any Credit Party that is a Domestic Subsidiary, cause such new Wholly-Owned Subsidiary (i) to execute a supplement, amendment or joinder or otherwise become a party to a the U.S. Subsidiary Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Wholly-Owned Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative AgentAgent and compliance with Section 7.13 (Real Property); and
(ed) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Amendment No. 6 Effective Date (including in respect of after-acquired property Collateral and Persons that become Wholly-Owned Subsidiaries a Subsidiary (other than an Excluded Subsidiary) of any Loan Party after the Closing Amendment No. 6 Effective Date), each Borrower agrees promptly to dosuch Loan Party shall within 30 days of the Amendment No. 6 Effective Date or 30 days of formation or acquisition of such Subsidiary, or cause each of its Subsidiaries to doas applicable, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that any such Subsidiary of such Loan Party (i) the designation of which as an Excluded Subsidiary has been revoked or (ii) that has granted a security interest in the Collateral pursuant to Section 7.10(b) below, guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Security Agreement and, if applicable, other Collateral Documents, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may beCollateral;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; andand AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION
(ed) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Collateral Agent on or before the Closing Date (including in respect of after-acquired property Effective Date, the Borrower agrees, and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date)shall cause each Subsidiary Guarantor, each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Collateral Agent such amendments to the Collateral Loan Documents as the Administrative Collateral Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the Secured PartiesParties (as defined in the Security Agreement), a perfected first perfected, first-priority security interest Lien (subject to Liens permitted under Section 9.03) in the assets, Stock Securities and Stock Equivalents, Intercompany Notes and other debt Securities securities of any Wholly-Owned Subsidiary that of the Borrower which are owned by the Company or Borrower and any of its Subsidiaries Subsidiary Guarantor and requested to be pledged by the Administrative Collateral Agent;
; provided, however, that in no event shall the Borrower or any Subsidiary Guarantor be required to (x) pledge in excess of 65% of the outstanding voting stock of any first-tier Subsidiary that is not organized under the laws of the United States or any State thereof or (y) pledge any Securities of any indirect Subsidiary that is not organized under the laws of the United States or any State thereof, (b) deliver to the Administrative Collateral Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other Securities or debt Securitiessecurities, together with (i) in the case of such certificated Stock and Stock EquivalentsSecurities, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securitiessecurities, endorsed in blank, in each case executed and delivered by a Responsible Officer senior officer of the Company or such SubsidiaryLoan Party, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiarysuch Subsidiary of the Borrower that is organized under the laws of the United States or any State thereof, cause such new Subsidiary (i) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Loan Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties (as defined in the Security Agreement), a perfected security interest in the Collateral described in such Collateral the Loan Documents with respect to such new Subsidiary, including the filing of UCC Uniform Commercial Code financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Loan Documents or by law or as may be reasonably requested by the Administrative Agent; and
Collateral Agent and (ed) if reasonably requested by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. For the purposes of this Section 8.15, "voting stock" means, as to any Person, the issued and outstanding shares of each class of capital stock or other ownership interests of such Person entitled to vote (within the meaning of Treasury Regulations ss. 1.956-2(c)(2)). Notwithstanding anything in this Agreement to the contrary, no later than 60 days after the Effective Date, the Loan Parties shall provide Lockbox Agreements and Control Agreements (as each such term is defined in the Security Agreement) in connection with all "deposit accounts" (as defined in the UCC) or Securities Accounts or Commodities Accounts (as each such term is defined in the Security Agreement), as the case may be, maintained by the Loan Parties on the Effective Date.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Credit Party after the Closing Date), each the Borrower agrees promptly to do, or cause each of its Subsidiaries or Holdings to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent a duly-executed joinder agreement in the form of Exhibit 4.15 and such other duly-executed supplements and amendments to this Agreement in form and substance reasonably satisfactory to the Collateral Documents Agent and as the Administrative Agent reasonably deems necessary or reasonably advisable in order to ensure that each Subsidiary of Holdings (unless excluded pursuant to the succeeding provisos, or having assets (measured by book value and fair market value), and revenues, less than $50,000, an “Additional Guarantor”) guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that, unless (x) the Borrower and the Agent otherwise agree or (y) such Subsidiary has entered into Guaranty Obligations in respect of the First Mortgage Notes Indenture, in no event shall any Foreign Subsidiary (other than Constar UK) or any Subsidiary of any Foreign Subsidiary be required to join this Agreement or guaranty the payment of the Obligations;
(b) deliver to the Agent such duly-executed joinder and amendments to the applicable Collateral Documents, in form and substance reasonably satisfactory to the Agent and as the Agent reasonably deems necessary or advisable, in order to (i) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock EquivalentsEquivalents owned directly or indirectly by any Credit Party, Intercompany Notes or any Additional Guarantor and (ii) effectively grant to the Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest (or comparable right or interest) in all Collateral of each Credit Party or each Additional Guarantor other debt Securities of any Wholly-Owned Subsidiary that are owned by than assets or property securing the Company First Mortgage Notes; provided, however, that, unless the Borrower and the Agent otherwise agree, in no event shall Holdings or any of its Subsidiaries and requested be required to pledge (i) in excess of sixty-five percent (65%) of the outstanding Voting Stock of any Foreign Subsidiary (other than Constar UK, of which 100% of the outstanding Voting Stock shall be charged pursuant to the UK Charge Over Shares) that is a direct Subsidiary of Holdings or of any Domestic Subsidiary or (ii) unless such Stock is otherwise held directly by Holdings or any Domestic Subsidiary that is not a Subsidiary of any Foreign Subsidiary, any of the Stock of any Foreign Subsidiary or Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary. Notwithstanding anything to the contrary in this Agreement or any other Loan Document, foreign law-governed equity pledge agreements are not required to be delivered with respect to the pledge of the Stock or Stock Equivalents in Constar Holland or Constar Italy.
(c) subject to the applicable limitations set forth in the Collateral Documents, deliver to the Agent all certificates, instruments and other documents representing all pledged by or charged stock, pledged debt instruments and all other Stock, Stock Equivalents and other debt securities being pledged pursuant to the Administrative Agent;
joinders, amendments and foreign agreements executed pursuant to clause (b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securitiesabove, together with (i) in the case of such certificated pledged or charged stock and other certificated Stock and Stock Equivalents, undated stock powers or the local equivalent endorsed in blank and (ii) in the case of such Intercompany Notes pledged debt instruments and other certificated debt Securitiessecurities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agentpledgor;
(d) to take such other actions reasonably necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Collateral Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date) and except to the extent otherwise expressly provided under Section 7.13, each Loan Party shall, promptly (and, with respect to any Permitted Acquisition, within 45 days (or, in the case of clause (c) below, 90 days) of the consummation thereof or (in either case) such longer period of time agreed to by the Collateral Agent), each Borrower agrees promptly to do, or cause each of its Subsidiaries to do, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionCollateral Agent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Collateral Agent such amendments modifications to the terms of the Loan Documents (or, to the extent applicable as determined by the Collateral Agent, such other documents), in each case in form and substance reasonably satisfactory to the Collateral Documents Agent and as the Administrative Collateral Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower on the terms set forth in the Guaranty and Security Agreement; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party (excluding any Excluded Property, as defined in the Guaranty and Security Agreement) on the terms set forth in the Guaranty and Security Agreement; provided, however, that (A) unless the Borrower and the Collateral Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 65% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by (and subject to clause (z) hereafter) or (z) a security interest be required to be granted on any property of any Excluded Foreign Subsidiary as security for any Obligation, (B) no Unrestricted Subsidiary (so long as same remains an Unrestricted Subsidiary) shall be required to guaranty the Company payment of any Obligation or grant a security interest on any of its Subsidiaries properties and requested (C) unless the Borrower otherwise elects, no Immaterial Subsidiary (so long as same remains an Immaterial Subsidiary and taking into account the proviso to the definition of “Material Subsidiary” contained herein) acquired or formed after the Closing Date shall be pledged by required to guaranty the Administrative Agentpayment of any Obligation or grant a security interest in any of its properties unless such Subsidiary provides a guarantee in respect of any Indebtedness incurred under the Existing Notes Indentures, any Permitted Additional Debt Document, any Permitted Acquisition Debt Document or any Permitted Refinancing of any of the foregoing;
(b) deliver to the Administrative Collateral Agent the certificates (if any) or instruments all documents representing such Stock and all Stock, Stock Equivalents, Intercompany Notes other Securities, chattel paper and other debt Securitiesinstruments pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) upon request of either Administrative Agent, deliver to the Collateral Agent a Mortgage on any real property owned by any Loan Party having a fair market value in excess of $15,000,000, together with all Mortgage Supporting Documents reasonably requested by the Collateral Agent relating thereto (or, if such real property is located in a jurisdiction outside the United States, similar documents reasonably deemed appropriate by the Collateral Agent to obtain, to the extent possible, the equivalent in such jurisdiction of a first-priority mortgage on such real property);
(d) subject to applicable Requirements the terms of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to Security Agreement, take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Lien has the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority reasonably acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including (x) the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as the Collateral Agent may otherwise reasonably request, and (y) with respect to the outstanding Voting Stock of any Excluded Foreign Subsidiary required to be pledged hereunder (which shall specifically exclude Orgenics Ltd. and Orgenics International Holdings, B.V. for so long as the terms of the Indebtedness of any such Group Member prohibit such pledge or would give rise to an event of default thereunder), upon request of the Collateral Agent, pledge agreements and similar documents deemed appropriate by the Collateral Agent to obtain and perfect a security interest or the equivalent under the laws of the jurisdiction of organization of such Excluded Foreign Subsidiary, in such Voting Stock; provided that the documents required under this clause (y) shall be required only with respect to any Excluded Foreign Subsidiary which generates gross revenues on a consolidated basis with its Subsidiaries in any Fiscal Year of greater than $25,000,000 (or such higher amount as may be reasonably requested otherwise agreed to by the Administrative Collateral Agent);
(de) use commercially reasonable efforts to take such deliver to the Collateral Agent a landlord’s agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facility or other actions necessary orlocation where Collateral with a value in excess of $10,000,000 is stored or located, in the reasonable judgment of the Administrative Agent, advisable unless otherwise consented to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents Agent, which agreement or by law letter shall contain a customary waiver or as subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location and shall otherwise be reasonably requested by satisfactory in form and substance to the Administrative Collateral Agent; and
(ef) if requested by the Administrative Agent, deliver to the Administrative Agents, the Collateral Agent and the Lenders legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substancesubstance and from counsel reasonably satisfactory to, the Collateral Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, (i) no Loan Party shall be required to pledge the Stock or Stock Equivalents or other equity Securities of any Unrestricted Subsidiary and such Stock or Stock Equivalents or other equity Securities shall not constitute Collateral, and from counsel, reasonably satisfactory (ii) in no event shall any Unrestricted Subsidiary be required to the Administrative Agentguaranty any Obligations or enter into any Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Alere Inc.)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower agrees Loan Party shall, promptly and, in any event with respect to doany Person that becomes a Subsidiary of any Loan Party (other than an Unrestricted Subsidiary) and to the extent not otherwise set forth below, within thirty (30) days (or cause each such later date as may be agreed by the Administrative Agent (such agreement not to be unreasonably withheld, delayed or conditioned)) of its Subsidiaries to dosuch Person becoming a Subsidiary of the applicable Loan Party (or within thirty (30) days of the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary), do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) each Subsidiary of any Loan Party that is not an Excluded Subsidiary or Unrestricted Subsidiary shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in all of its property that constitutes Collateral; provided, however, that, unless the assetsBorrower and the Administrative Agent otherwise agree, Stock and Stock Equivalents, Intercompany Notes and other debt Securities in no event shall a security interest be required to be granted on any property of any Wholly-Owned Excluded Subsidiary, an Unrestricted Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative AgentExcluded Assets as security for any Obligation;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalentsappropriate resolutions, Intercompany Notes and other debt Securitiessecretary certificates, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions certified organizational documents and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent customary and favorable legal opinions relating to the matters described abovein this Section 5.12, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory acceptable to the Administrative AgentAgent and, to the extent applicable, substantially similar to the opinions delivered on the Closing Date, in each instance with respect to each Loan Party formed or acquired after the Closing Date; and
(c) execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, security agreements with respect to Intellectual Property and such other actions or deliveries of the type required by Section 3.01, as applicable), which may be required by Legal Requirements or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (PLBY Group, Inc.)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing DateDate or Persons that are required to become Guarantors after the Closing Date but excluding any items covered by Section 7.13), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications and/or joinders to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) SIC, if and when it becomes a Reporting Person, (B) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (C) each Wholly Owned Subsidiary of any Loan Party (including SRAM-SP2 and the SRAM-SP2 Subs if and when SIC becomes a Reporting Person) shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in substantially all of its property, including all of the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested held by it, as security for the Obligations of such Loan Party; provided, however, that (1) Mortgages shall only be required to be pledged delivered pursuant to clause (c) below and (2), unless the Borrower and the Administrative Agent otherwise agree, in no event shall (A) Administrative Agent require the delivery of, or notation of its Lien on, any motor vehicle certificates of title, (B) any Foreign Subsidiary or Advocacy SPE be required to guaranty the payment of any Obligation, (C) any Loan Party or any Group Member, individually or collectively, be required to pledge in excess of 65% of the outstanding Voting Stock of any Foreign Subsidiary, (D) any Loan Party or any Group Member, individually or collectively, be required to pledge any Stock of any Foreign Subsidiary which is not a direct Wholly Owned Subsidiary of Borrower, (E) SIC, SRAM-SP2, or the SRAM-SP2 Subs be required to pledge any Stock; (F) a security interest or Lien be required to be granted on any property of any Foreign Subsidiary or Advocacy SPE as security for any Obligation, (G) the Administrative Agent require the grant by SIC, SRAM-SP2, or the SRAM-SP2 Subs, Holdings or any Subsidiary of any security interest or property that is not required to be granted, or require that any such Loan Party take steps with respect to property that are not required to be taken in connection with security interests on similar property, by the terms of any Loan Document to which it is a party, (H) the Administrative Agent;Agent require the grant by SIC, SRAM-SP2, the SRAM-SP2 Subs, Holdings or any Subsidiary of any security interest on assets as to which the Administrative Agent reasonably determines (by sending written notice of such determination to Borrower) that the costs of obtaining such security interest or perfection thereof are excessive in relation to the practical benefit to the Lenders of the security interest to be afforded thereby, or (I) any deposit account or securities account be required to be subject to a control agreement.
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject with respect to applicable Requirements any property acquired after the Closing Date, upon request of Lawthe Administrative Agent, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) deliver to become Administrative Agent (i) a party Mortgage on any real property (other than real property with respect to which a Guaranty and Group Member would be permitted to ▇▇▇▇▇ ▇ ▇▇▇▇ to another Person at the applicable Collateral Documents time of Administrative Agent’s request pursuant to Section 8.2(d) or enter into new Collateral Documents (g)) with a fair market value in excess of $5,000,000 owned by any Loan Party and (ii) use commercially reasonable efforts to deliver to Administrative Agent all Mortgage Supporting Documents relating to a Mortgage delivered pursuant to the preceding clause (i) on any real property (other than real property with respect to which a Group Member would be permitted to ▇▇▇▇▇ ▇ ▇▇▇▇ to another Person at the time of Administrative Agent’s request pursuant to Section 8.2(d) or (g)) owned by any Loan Party;
(d) to take such all other actions (not inconsistent with the foregoing) reasonably necessary to ensure the validity or advisable continuing validity of any guaranty for any Obligation or any Lien securing any Obligation otherwise required to grant be granted by the Loan Documents, to perfect, maintain, evidence or enforce any such Lien securing any Obligation or to ensure any such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the Closing Date (or, for Collateral located outside the United States, a similar priority reasonably acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as Agent may be required by the Collateral Documents or by law or as may be otherwise reasonably requested by the Administrative Agentrequest; and
(e) if requested by at the Administrative Agent’s request, deliver to the Administrative Agent legal opinions relating to the matters described abovein Section 7.10(c) or in connection with a Permitted Acquisition resulting in a new Loan Party which Permitted Acquisition involved an aggregate consideration price of at least $30,000,000, which opinions shall be in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Sources: First Lien Credit Agreement (SRAM International Corp)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Effective Date), each Borrower agrees and Holdings agree to do promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver deliver, and cause its Subsidiaries to execute and deliver, to the Administrative Agent such supplements, amendments and joinders to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, Agent for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Subsidiary that are owned or held by the Company any Borrower or any of its Subsidiaries Subsidiary thereof and requested required to be pledged by to the Administrative Agent;; Credit Agreement HLI Operating Company, Inc. H▇▇▇▇ Lemmerz Finance LLC — Luxembourg S.C.A.
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case case, executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned SubsidiaryDomestic Subsidiary of any Loan Party (other than U.S. LLC, HLI Netherlands Holdings, Inc., any Subsidiary that is a Securitization SPV and the Captive Insurance Subsidiary and as otherwise agreed by the Administrative Agent), cause such new Subsidiary (i) to execute a supplement, amendment or joinder or otherwise become a party to a the Guaranty and the applicable Collateral Documents or enter into new Domestic Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Domestic Collateral described in such the Domestic Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Domestic Collateral Documents or by any Requirement of Law law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys any Foreign Subsidiary of any Loan Party (other than any Subsidiary that is a Securitization SPV and such other supporting documentation any Class IV Subsidiary and as may be required otherwise agreed by the Administrative Agent), cause such Foreign Subsidiary (i) to enter into a Foreign Subsidiary Guaranty and the applicable Foreign Collateral Documents and (ii) to take such actions necessary or by law or advisable to grant to the Administrative Agent for the benefit of the Secured Parties solely with respect to the Foreign Obligations, a perfected security interest in the Foreign Collateral described in the Foreign Collateral Documents with respect to such Foreign Subsidiary, as may be reasonably requested by the Administrative Agent; and;
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent;
(f) deliver to the Administrative Agent such documents as necessary to evidence the dissolution of each of H▇▇▇▇ Lemmerz Hungary Consulting Limited Liability Company, H▇▇▇▇ Lemmerz Alutechnologie, s.r.o., HLI-Mexicana, S.A. de C.V. and CMI-Monterrey S.A. de C.V. within 180 days from the Effective Date; provided, however, that if such dissolutions have not been consummated within 180 days or such period has not been extended at the reasonable discretion of the Administrative Agent, the Loan Parties shall agree to take such actions in order to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in such Foreign Collateral;
(g) deliver to the Administrative Agent such documents as necessary to evidence the Asset Sales of each of (i) MGG Group B.V., (ii) MGG Tegelen B.V., (iii) MGG Bergen B.V., (iv) MGG Czech, s.r.o. and (v) MGG Belgium within 90 days from the Effective Date; provided, however, that if such Asset Sales have not been consummated within 90 days or such period has not been extended an additional 90 day period at the reasonable discretion of the Administrative Agent, the Loan Parties shall agree to take such actions in order to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in such Foreign Collateral; Credit Agreement HLI Operating Company, Inc. H▇▇▇▇ Lemmerz Finance LLC — Luxembourg S.C.A.
(h) (A) notwithstanding any provision of this Agreement or any other Loan Document to the contrary (including any provision that would otherwise apply notwithstanding other provisions or that is the beneficiary of other overriding language):
(i) no more than 65% of the issued and outstanding Voting Stock of (x) the Luxembourg Borrower or any Foreign Subsidiary or (y) any Domestic Subsidiary substantially all of whose assets consist of the Stock or Stock Equivalents in “controlled foreign corporations” under Section 957 of the Code shall be pledged or similarly hypothecated to guarantee, secure or support any Domestic Secured Obligation;
(ii) no Foreign Subsidiary or any Domestic Subsidiary substantially all of whose assets consist of the Stock or Stock Equivalents in “controlled foreign corporations” under Section 957 of the Code shall guarantee or support any Domestic Secured Obligation;
(iii) no security or similar interest shall be granted in the assets of any Foreign Subsidiary or any Domestic Subsidiary substantially all of whose assets consist of the Stock or Stock Equivalents in “controlled foreign corporations under Section 957 of the Code (including indirectly by way of an offset or otherwise) which security or similar interests guarantees or supports any Domestic Secured Obligation;
Appears in 1 contract
Additional Collateral and Guaranties. (a) At least 15 Business Days prior to (i) entering into any real property lease (other than a renewal of an existing real property lease) for the principal place of business and chief executive office of the Company or any other Restricted Subsidiary or any other real property lease (including any renewal) in which the annual rental payments are anticipated to equal or exceed $1,000,000 or (ii) acquiring of any material owned real property, the Company shall, and shall cause such Restricted Subsidiary to, provide the Administrative Agent written notice thereof. Upon written request of the Administrative Agent, the Company shall, and shall cause such Restricted Subsidiary to, execute and deliver to the Administrative Agent, immediately upon the acquisition of any such leased or owned real property, a mortgage, deed of trust, assignment or other appropriate instrument evidencing a Lien in favor of the Collateral Agent for the benefit of the Secured Parties, upon any such lease or real property, together with such title policies, certified surveys, and local counsel opinions with respect thereto and such other agreements, documents and instruments which the Administrative Agent deems necessary or desirable, the same to be in form and substance satisfactory to the Administrative Agent and to be subject only to (i) Permitted Liens and (ii) such other Liens as the Administrative Agent may reasonably approve.
(b) To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after Effective Date, the Closing Date), each Borrower agrees Borrowers agree promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(ai) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities of any Wholly-Owned Material Subsidiary that which are owned by the Company Borrowers or any of its Restricted Subsidiaries and requested to be pledged by the Administrative Agent;
; provided, however, that the Stock of any Restricted Subsidiary shall be pledged to the Collateral Agent only to the extent such pledge of Stock would not result in material adverse tax consequences to the Company and its Restricted Subsidiaries, taken as a whole; provided further, however, that prior to the Canadian Subsidiary Release Date, 100% of the Stock of any Restricted Subsidiary that is a Canadian Subsidiary shall be pledged pursuant to this clause (b), (ii) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities, together with (iA) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank blank, and (iiB) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company Borrowers or such Subsidiary, as the case may be;
, (ciii) subject to applicable Requirements of Law, in the case of any such new Wholly-Owned Subsidiary, Material Subsidiary that is a Domestic Subsidiary cause such new Material Subsidiary (iA) to become a party to a the Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iiB) to take such other actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such the Collateral Documents with respect to such new Material Subsidiary, including the filing of UCC Uniform Commercial Code financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
, (eiv) in the case of any Restricted Subsidiary acquired pursuant to Section 6.9(a), take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest in the Stock and Stock Equivalents, other debt Securities and property pledged to the Company pursuant to the provisions of Section 6.9(a), as may be reasonably requested by the Administrative Agent and (v) if requested by the Administrative Agent, deliver to the Administrative Agent and Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, notwithstanding the foregoing, on the later of (x) the thirtieth day after the Effective Date, or such later date as consented to by the Administrative Agent and (y) the closing of the Aries Acquisition, OASP II, Inc. shall pledge all of the Stock and Stock Equivalents and other debt Securities of the Acquirer to the Collateral Agent pursuant to the provisions of Section 6.9(b).
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Amendment No. 5 Effective Date (including in respect of after-acquired property Collateral and Persons that become Wholly-Owned Subsidiaries a Subsidiary (other than an Excluded Subsidiary) of any Loan Party after the Closing Amendment No. 5 Effective Date), each Borrower agrees promptly to dosuch Loan Party shall within 30 days of the Amendment No. 5 Effective Date or 30 days of formation or acquisition of such Subsidiary, or cause each of its Subsidiaries to doas applicable, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that any such Subsidiary of such Loan Party (i) the designation of which as an Excluded Subsidiary has been revoked or (ii) that has granted a security interest in the Collateral pursuant to Section 7.10(b) below, guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Security Agreement and, if applicable, other Collateral Documents, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may beCollateral;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(ed) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date date of this Agreement (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Datedate of this Agreement), each Borrower agrees promptly to doGroup Member shall, or cause each of its Subsidiaries to dopromptly, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments modifications to the Collateral terms of the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure the following:
(i) (A) each Subsidiary of any Loan Party that has entered into Guaranty Obligations with respect to any Indebtedness of the Borrower and (B) each Wholly Owned Subsidiary of any Loan Party shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower; and
(ii) each Loan Party (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority valid and enforceable security interest in the assetsall of its property, including all of its Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities Securities, as security for the Obligations of such Loan Party; provided, however, that, unless the Borrower and the Administrative Agent otherwise agree, in no event shall (x) any Excluded Foreign Subsidiary be required to guaranty the payment of any Wholly-Owned Obligation, (y) the Loan Parties, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary that are owned by the Company or any of its Subsidiaries and requested (z) a security interest be required to be pledged by the Administrative Agent;granted on any property of any Excluded Foreign Subsidiary as security for any Obligation; PARLUX LTD.
(b) deliver to the Administrative Agent the certificates (if any) or instruments all documents representing such all Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities pledged pursuant to the documents delivered pursuant to clause (a) above, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed or endorsements duly executed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such all other actions necessary or advisable to grant ensure the validity or continuing validity of any guaranty for any Obligation or any Lien securing any Obligation, to perfect, maintain, evidence or enforce any Lien securing any Obligation or to ensure such Liens have the same priority as that of the Liens on similar Collateral set forth in the Loan Documents executed on the date of this Agreement (or, for Collateral located outside the United States, a similar priority acceptable to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new SubsidiaryAgent), including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Loan Documents or by any Requirement applicable Requirements of Law or as may be reasonably requested by the Administrative Agent;Agent may otherwise reasonably request; and
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described abovein this Section 7.10, which opinions shall be as reasonably required by, and in form and substance, substance and from counsel, counsel reasonably satisfactory to to, the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent Lender on or before the Closing Effective Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Effective Date), each the Borrower agrees promptly to do, or cause each Subsidiary of its Subsidiaries the Borrower to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionLender:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent Lender such duly-executed supplements and amendments to the Collateral Documents Guaranty (or, in the case of any Subsidiary of any Loan Party that is not a Domestic Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Lender and as the Administrative Agent Lender deems necessary or reasonably advisable in order to ensure that each Subsidiary of each Loan Party guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that, unless (x) the Borrower and the Lender otherwise agree, or (y) such Subsidiary guarantees or otherwise becomes obligated under any Indebtedness of the Borrower or any of the Borrower’s other Domestic Subsidiaries, in no event shall any Non-U.S. Person be required to guaranty the payment of the Obligations;
(b) deliver to the Lender such duly-executed joinder and amendments to the Security Agreement and, if applicable, the other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that is not a Domestic Subsidiary and becomes a Guarantor pursuant to clause (a) above, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to the Lender and as the Lender deems necessary or advisable in order to effectively grant to the Administrative AgentLender, for the benefit of the Secured Parties, a valid, perfected first and enforceable junior priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes all property interests and other debt Securities assets of any Wholly-Owned Subsidiary that are owned by the Company Loan Party or any Subsidiary of its Subsidiaries any Loan Party constituting Collateral; provided however that, such junior priority security interest shall be junior in priority to all Senior Liens (as defined in the Intercreditor Agreement) and requested to shall be pledged by the Administrative Agent;
(b) deliver subject to the Administrative Agent the certificates (if any) or instruments representing such Stock terms and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer conditions of the Company or such Subsidiary, as Senior Lien Credit Agreement and the case may be;Intercreditor Agreement.
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative AgentLender; and
(ed) if requested by the Administrative AgentLender, deliver to the Administrative Agent Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentLender.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each Borrower Loan Party agrees promptly to do, or cause each Subsidiary of its Subsidiaries such Loan Party to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments a duly-executed Joinder Agreement (or, in the case of any Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Collateral Documents Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that each Subsidiary of each Loan Party guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that, unless (x) the Borrower and the Administrative Agent otherwise agree, or (y) such guaranty can be given without resulting in any material adverse tax consequences for the Loan Parties and their Subsidiaries, taken as a whole (including any Person that becomes a Loan Party as a result of such pledge or grant), in no event shall any Non-U.S. Person be required to guaranty or secure the payment of the Obligations;
(b) deliver to the Administrative Agent a duly-executed Joinder Agreement and, if applicable, joinders and amendments to the other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities owned by any Loan Party or any Subsidiary of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries Loan Party and requested (ii) effectively grant to be pledged by the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest in all property interests and other assets of any Loan Party or any Subsidiary of any Loan Party; provided, however, that, unless (x) the Borrower and the Administrative Agent otherwise agree or (y) such pledge or grant can be made without resulting in any material adverse tax consequences for the Loan Parties and their Subsidiaries, taken as a whole (including any Person that becomes a Loan Party as a result of such pledge or grant), in no event shall any Loan Party or any Subsidiary thereof be required to pledge (i) in excess of 65% of the outstanding Voting Stock of any Non-U.S. Person that is a direct Subsidiary of the Borrower or of any Subsidiary of the Borrower that is a Domestic Person or (ii) unless such Stock is otherwise held by the Borrower or any Subsidiary of the Borrower that is a Domestic Person, any of the Stock of any a Subsidiary of such direct Subsidiary;
(bc) deliver to the Administrative Agent all certificates, instruments and other documents representing all Pledged Stock, Pledged Notes (other than those Pledged Notes issued by officers of the certificates (if anyLoan Parties prior to the Petition Date which are not in the custody of the Loan Parties or any agent under the Existing Credit Agreement) or instruments representing such and all other Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities being pledged pursuant to the Joinder Agreement, joinders, amendments and foreign agreements executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Pledged Notes and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(cd) subject if such Subsidiary is party to applicable Requirements a Case, to obtain an order of Law, the Bankruptcy Court confirming in such Subsidiary's Case extension of the case terms of any new Wholly-Owned Subsidiary, cause the Orders to such new Subsidiary as a debtor and a debtor in possession;
(i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iie) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(ef) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided, however, that the requirements of this Section 7.11 shall not be applicable to (i) Cougar Reinsurance Company Ltd. or FCJV, L.P. until the date that is 10 Business Days after the Incremental Facility Effective Date or (ii) FCJV, LP. so long as it has no assets.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each of the Parent and the Borrower agrees promptly to do, or to cause each of its their respective Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly executed supplements and amendments to the Collateral Documents Guaranty (or, in the case of any Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to 102 CREDIT AGREEMENT PRESTIGE BRANDS, INC. the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to grant ensure that each Subsidiary of each Loan Party (and each other Person having entered into Guaranty Obligations or otherwise became liable in respect of any Subordinated Debt) guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; PROVIDED, HOWEVER, in no event shall any Excluded Foreign Subsidiary be required to guaranty the payment of the Obligations unless the Parent and the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative AgentAgent otherwise agree;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the certificates Pledge and Security Agreement and, if applicable, other Collateral Documents (if anyor, in the case of any such Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) or instruments representing such effectively grant the Requisite Priority Liens in the Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities owned by any Loan Party, any Subsidiary of any Loan Party or any other Person having entered into Guaranty Obligations or otherwise became liable in respect of any Subordinated Debt and (ii) effectively grant the Requisite Priority Liens in all property interests and other assets of any Loan Party, any Subsidiary of any Loan Party or any Subsidiary of the Borrower or the Parent having entered into Guaranty Obligations or otherwise became liable in respect of any Subordinated Debt or any other Person planning to enter, having entered or having agreed to enter into any such Guaranty Obligations or liability; PROVIDED, HOWEVER, in no event shall (x) any Loan Party or any of its Subsidiaries, individually or collectively, be required to pledge in excess of 66% of the outstanding Voting Stock of any Excluded Foreign Subsidiary unless the Parent and the Administrative Agent otherwise agree or (y) any assets of any Excluded Foreign Subsidiary be required to be pledged, unless the Parent and the Administrative Agent otherwise agree;
(c) deliver to the Administrative Agent all certificates, instruments and other documents representing all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock Equivalents and other debt Securities being pledged pursuant to the joinders, amendments and foreign agreements executed pursuant to CLAUSE (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes Pledged Debt Instruments and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(cd) subject use commercially reasonable efforts to applicable Requirements deliver to the Administrative Agent Landlord Waivers (or, as applicable, Bailee's Letters) to the extent requested by the Administrative Agent, with respect to any location of Law, in the case inventory of any new Wholly-Owned Subsidiary, cause such new Subsidiary Loan Party;
(i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iie) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to CLAUSE (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), CLAUSE (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and103 CREDIT AGREEMENT PRESTIGE BRANDS, INC.
(ef) if requested by the Administrative Agent, deliver to the Administrative Agent Collateral Agents legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative each Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (Prestige Brands International, Inc.)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Effective Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Effective Date), each Borrower Loan Party agrees promptly to do, or cause each Subsidiary of its Subsidiaries such Loan Party to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments a duly-executed Joinder Agreement (or, in the case of any Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Collateral Documents Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that each Subsidiary of each Loan Party guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that, unless (x) the Borrower and the Administrative Agent otherwise agree, or (y) such guaranty can be given without resulting in any material adverse tax consequences for the Loan Parties and their Subsidiaries, taken as a whole (including any Person that becomes a Loan Party as a result of such pledge or grant), in no event shall any Non-U.S. Person be required to guaranty or secure the payment of the Obligations;
(b) deliver to the Administrative Agent a duly-executed Joinder Agreement and, if applicable, joinders and amendments to the other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt Securities owned by any Loan Party or any Subsidiary of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries Loan Party and requested (ii) effectively grant to be pledged by the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected and enforceable first-priority security interest in all property interests and other assets of any Loan Party or any Subsidiary of any Loan Party; provided, however, that, unless (x) the Borrower and the Administrative Agent otherwise agree or (y) such pledge or grant can be made without resulting in any material adverse tax consequences for the Loan Parties and their Subsidiaries, taken as a whole (including any Person that becomes a Loan Party as a result of such pledge or grant), in no event shall any Loan Party or any Subsidiary thereof be required to pledge (i) in excess of 65% of the outstanding Voting Stock of any Non-U.S. Person that is a direct Subsidiary of the Borrower or of any Subsidiary of the Borrower that is a Domestic Person or (ii) unless such Stock is otherwise held by the Borrower or any Subsidiary of the Borrower that is a Domestic Person, any of the Stock of any a Subsidiary of such direct Subsidiary;
(bc) deliver to the Administrative Agent all certificates, instruments and other documents representing all Pledged Stock, Pledged Notes (other than those Pledged Notes issued by officers of the certificates (if anyLoan Parties prior to the Petition Date which are not in the custody of the Loan Parties or any agent under the Existing Credit Agreement) or instruments representing such and all other Stock, Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities being pledged pursuant to the Joinder Agreement, joinders, amendments and foreign agreements executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Pledged Notes and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(cd) subject if such Subsidiary is party to applicable Requirements a Case, to obtain an order of Law, the Bankruptcy Court confirming in such Subsidiary's Case extension of the case terms of any new Wholly-Owned Subsidiary, cause the Orders to such new Subsidiary as a debtor and a debtor in possession;
(i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (iie) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(ef) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided, however, that the requirements of this Section 7.11 shall not be applicable to FCJV, L.P. so long as it has no assets.
Appears in 1 contract
Sources: Secured Debtor in Possession Credit Agreement (Friedmans Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-after acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Closing Date), each the Borrower agrees promptly to do, or cause each Subsidiary of its Subsidiaries the Borrower to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly executed supplements and amendments to the Collateral Documents Guaranty (or in the case of any Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign guarantees and related documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that each Subsidiary of each Loan Party that has entered into Guaranty Obligations or any other Person entering into such Guaranty Obligations guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; provided, however, that in no event shall any Excluded Foreign Subsidiary be required to guaranty the payment of the Obligations, unless (x) the Borrower and the Administrative Agent otherwise agree or (y) such Excluded Foreign Subsidiary has entered into Guaranty Obligations in respect of other Indebtedness of the Borrower having substantially similar tax consequences;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents (or, in the case of any such Subsidiary of any Loan Party that is not a Domestic Subsidiary or that holds shares in any Person that is not a Domestic Subsidiary, foreign charges, pledges, security agreements and other Collateral Documents), in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to (i) effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of (subject to any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
(b) deliver Liens to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered extent permitted by a Responsible Officer of the Company or such Subsidiary, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.Section 8.2
Appears in 1 contract
Sources: Credit Agreement (Datapath Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property Collateral and Persons that become Wholly-Owned Subsidiaries a Subsidiary of any Loan Party (other than an Excluded Subsidiary) after the Closing Date), each Borrower agrees Group Member shall promptly to do, or cause each of its Subsidiaries to do, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that any Loan Party’s Subsidiary that has granted a security interest in the Collateral pursuant to Section 7.10(b) below guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof;
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Security Agreement and, if applicable, other Collateral Documents, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may beCollateral;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(ed) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Initial Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Loan Party after the Initial Closing Date, other than Unrestricted Subsidiaries), each of Co-Borrower, Parent and Borrower agrees promptly to do, or to cause each of its Domestic Subsidiaries (other than Unrestricted Subsidiaries) to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent and the Collateral Agent such duly executed supplements and amendments to the Collateral Documents Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to grant to ensure that each Domestic Subsidiary (other than Unrestricted Subsidiaries) of each Loan Party guaranties, as primary obligor and not as surety, the Administrative Agent, for the benefit full and punctual payment when due of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company Obligations or any part thereof; PROVIDED, HOWEVER, that the Excepted Guarantors shall not be required to become party to the Guaranty prior to the earlier of its Subsidiaries (A) the repayment in full of all Indebtedness of such Loan Party identified on SCHEDULE 7.11(A) that restricts the ability of such Loan Party to become party to the Guaranty and requested to be pledged by (B) the Administrative Agentend of the Refinancing Grace Period;
(b) deliver to the Administrative Agent and the certificates Collateral Agent such duly executed joinder and amendments to the Pledge and Security Agreement and, if applicable, other Collateral Documents, in each case in form and substance reasonably satisfactory to the Collateral Agent and as the Collateral Agent deems necessary or advisable in order to (if anyi) or instruments representing such effectively grant the Requisite Liens on the Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities owned by any Loan Party, (ii) effectively grant the Requisite Liens on all property interests and other assets (other than Real Property or any interest therein) of any Loan Party or any Subsidiary of any Loan Party and (iii) effectively grant the Requisite Liens on the Stock, Stock Equivalents and other debt Securities owned by, and all property interests and other assets (other than Real Property or any interest therein) of, each Person that becomes party to the Guaranty pursuant to clause (i) or (ii) of the proviso to SECTION 7.11(A) at the time each such Person becomes party to the Guaranty; PROVIDED, HOWEVER, in no event shall any Loan Party or any of its Subsidiaries, individually or collectively, be required to pledge any Stock of any Foreign Non-Guarantor other than of 65% of the outstanding Voting Stock of any Foreign Non-Guarantor that is a direct Subsidiary of a Loan Party and any Stock of any such entity that is not Voting Stock;
(c) deliver to the Collateral Agent all certificates, instruments and other documents representing all Pledged Stock, Pledged Debt Instruments and all other Stock, Stock Equivalents and other debt Securities being pledged pursuant to the joinders and amendments executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes Pledged Debt Instruments and other certificated debt Securities, instruments of transfer endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(cd) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as -105- may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent; and
(e) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Amendment No. 3 Effective Date (including in respect of after-acquired property Collateral and Persons that become Wholly-Owned Subsidiaries a Subsidiary (other than an Excluded Subsidiary) of any Loan Party after the Closing Amendment No. 3 Effective Date), each Borrower agrees promptly to dosuch Loan Party shall within 30 days of the Amendment No. 3 Effective Date or 30 days of formation or acquisition of such Subsidiary, or cause each of its Subsidiaries to doas applicable, do each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionAgent:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such duly-executed supplements and amendments to the Collateral Documents Guaranty, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or reasonably advisable in order to ensure that any such Subsidiary of such Loan Party (i) the designation of which as an Excluded Subsidiary has been revoked or (ii) that has granted a security interest in the Collateral pursuant to Section 7.10(b) below, guaranties, as primary obligor and not as surety, the full and punctual payment when due of the Obligations or any part thereof; AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION
(b) deliver to the Administrative Agent such duly-executed joinder and amendments to the Security Agreement and, if applicable, other Collateral Documents, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary or advisable in order to effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid, perfected first and enforceable first-priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Wholly-Owned Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative Agent;
(b) deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securities, together with (i) in the case of such certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company or such Subsidiary, as the case may beCollateral;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(ed) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent Lender on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Material Subsidiaries of any Loan Party after the Closing Date), each Borrower Loan Party agrees promptly to do, or cause each Material Subsidiary of its Subsidiaries such Loan Party to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretionLender:
(a) subject to applicable Requirements of Law, execute and deliver to the Administrative Agent such amendments to the Collateral Documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, Lender a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes and other debt Securities of any Whollyduly-Owned executed Additional Subsidiary that are owned by the Company or any of its Subsidiaries and requested to be pledged by the Administrative AgentGuarantor Assumption;
(b) deliver to the Administrative Agent Lender such duly-executed joinders and amendments to the certificates Collateral Documents, in each case in form and substance reasonably satisfactory to the Lender and as the Lender deems necessary or advisable in order to (if anyi) or instruments representing such effectively grant to the Lender a valid, perfected and enforceable first-priority security interest in the Stock and Stock Equivalents, Intercompany Notes Equivalents and other debt SecuritiesSecurities owned by any Loan Party or any Material Subsidiary of any Loan Party and (ii) effectively grant to the Lender a valid, perfected and enforceable first-priority security interest in all property interests and other assets of any Loan Party or any Material Subsidiary of any Loan Party;
(c) deliver to the Lender all certificates, instruments and other documents representing all Pledged Stock, Pledged Notes and all other Pledged Collateral being pledged pursuant to the joinders and amendments executed pursuant to clause (b) above, together with (i) in the case of such certificated Pledged Stock and other certificated Stock and Stock Equivalents, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Pledged Notes and other certificated debt Securities, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiaryMaterial Subsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Wholly-Owned Subsidiary, cause such new Subsidiary (i) to become a party to a Guaranty and the applicable Collateral Documents or enter into new Collateral Documents and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral Documents with respect to such new Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;; and
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, or advisable to ensure the validity or continuing validity of the guaranties required to be given pursuant to clause (a) above or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Documents or by law or as may be reasonably requested by the Administrative Agent; and
(e) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentLender.
Appears in 1 contract
Sources: Credit Agreement (Directv Group Inc)
Additional Collateral and Guaranties. To the extent not delivered to the Administrative Agent on or before the Closing Date (including in respect of after-acquired property and Persons that become Wholly-Owned Subsidiaries of any Date, each Loan Party after the Closing Date), each Borrower agrees to do promptly to do, or cause each of its Subsidiaries to do, each of the following, unless otherwise agreed by the Administrative Agent in its reasonable discretion:
(a) subject to applicable Requirements of Law, execute and deliver deliver, and cause its Subsidiaries to execute and deliver, to the Administrative Agent such supplements, amendments and joinders to the Collateral Documents and any other Loan Document relating to the Collateral (or, in the case of any Subsidiary of any Loan Party that is not a domestic subsidiary, foreign pledges and security agreements) as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets, Stock and Stock Equivalents, Intercompany Notes or other equity interests and other debt Securities of any Wholly-Owned Loan Party or Subsidiary thereof that are owned by the Company such Loan Party or any of its Subsidiaries such Subsidiary and requested to be pledged by the Administrative Agent; provided, however, that unless otherwise agreed by the Loan Parties and the Agent, in no event shall such Loan Party or such Subsidiary be required to pledge in excess of 66% of the outstanding voting stock of any direct Subsidiary of any Borrower or Guarantor that is not a domestic Subsidiary (other than the Stock of the Canadian Borrower or any other non-US Subsidiary that becomes a Guarantor, in respect of which 100% of such Stock shall be pledged to the Agent) or, unless such stock is otherwise held by a Borrower or any other Guarantor, any of the stock of any Subsidiary of such direct Subsidiary; and provided, further, that if a percentage greater than 66% of the outstanding voting stock of any direct Subsidiary of any Borrower or Guarantor that is not a domestic Subsidiary is pledged to secure any other Indebtedness or other obligations of any Loan Party, such greater percentage shall be required to be pledged to the Agent pursuant to the Collateral Documents;
(b) to the extent not required to be delivered to the Notes Collateral Agent, deliver to the Administrative Agent the certificates (if any) or instruments representing such Stock and Stock Equivalents, Intercompany Notes and other debt Securitiesthe Pledged Collateral, together with (i) in the case of such certificated Stock and Stock EquivalentsPledged Interests, undated stock powers endorsed in blank and (ii) in the case of such Intercompany Notes and certificated debt SecuritiesPledged Instruments, endorsed in blank, in each case executed and delivered by a Responsible Officer of the Company such Loan Party or such SubsidiarySubsidiary thereof, as the case may be;
(c) subject to applicable Requirements of Law, in the case of any new Whollywholly-Owned owned Subsidiary of any Loan Party (other than any Inactive Subsidiary), cause such new wholly-owned Subsidiary (i) to execute a supplement, amendment or joinder or otherwise become a party to a Guaranty this Financing Agreement and the applicable Collateral Documents Loan Documents, or enter into new Collateral Documents if applicable, to execute a guaranty agreement, in form and substance satisfactory to the Agent, pursuant to which such Subsidiary guaranties the Obligations and (ii) to take such other actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in such Collateral the applicable Loan Documents with respect to such new wholly-owned Subsidiary, including the filing of UCC financing statements (or the applicable equivalent) PPSA financing statements in such jurisdictions as may be required by the Collateral Documents or by any Requirement of Law or as may be reasonably requested by the Administrative Agent;
(d) to take such other actions necessary or, in the reasonable judgment of the Administrative Agent, advisable to ensure the validity or continuing validity of the guaranties or to create, maintain or perfect the security interest required to be granted pursuant to clause (a), (b) or (c) above, including the filing of UCC financing statements (or the applicable equivalent) in such jurisdictions and, in the case of Real Property, title insurance, surveys and such other supporting documentation as may be required by the Collateral Loan Documents or by law or as may be reasonably requested by the Administrative Agent; and;
(ed) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; and
(e) in the case of Parent, in the event that Parent guarantees any Indebtedness of any other Loan Party, Parent shall (i) guaranty the payment of the Obligations on the terms and conditions set forth in Article XV of this Financing Agreement and (ii) execute and deliver to the Agent such supplements, amendments and joinders to the Collateral Documents and any other Loan Document relating to the Collateral as the Agent deems necessary or advisable in order to grant to the Agent, for the benefit of the Secured Parties, a perfected security interest in all or substantially all of the assets and property of Parent in accordance with the Pledge and Security Agreement and subject to the Intercreditor Agreement.
Appears in 1 contract