Additional Collateral and Guaranties. Notify the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary (including a Wholly-Owned Domestic Subsidiary that ceases for any reason to satisfy the definition of “Immaterial Subsidiary” at any time), (ii) becomes a First-Tier Foreign Subsidiary, or (iii) is required to become a Guarantor and/or grant Collateral in compliance with Section 6.24, and promptly thereafter (and in any event within 30 days, or such longer period of time permitted by the Administrative Agent in its sole discretion): (a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary: (i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and (ii) without duplication of clause (b)(iii) below, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iv), (v) and (vii) of Section 4.02(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; (b) if such Person is a Wholly-Owned Domestic Subsidiary other than a BWXT Entity, a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary: (i) cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)(ii) and (iii)), securing payment of all the Obligations and constituting Liens on all such real and personal properties, (ii) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United States; and (iii) without duplication of clause (a)(ii) above, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iv), (v) and (vii) of Section 4.02(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (b)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (c) if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this Section), cause such Loan Party to deliver to the Administrative Agent for the benefit of the Secured Parties all certificated Pledged Interests in and of such First-Tier Foreign Subsidiary, and any Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, in each case securing payment of all the Obligations and constituting Liens on all such Pledged Interests.
Appears in 1 contract
Additional Collateral and Guaranties. Notify To the extent not delivered to the Administrative Agent promptly on or before the Closing Date (including in respect of after-acquired property with an aggregate fair market value in excess of $1,000,000 (which do not otherwise constitute Excluded Assets) and Persons that become Subsidiaries of any Loan Party after any Person the Closing Date), each Group Member shall, promptly, do each of the following, unless otherwise agreed by the Administrative Agent:
(a) notify the Administrative Agent of (i) any such acquisition or ownership of such property not constituting Excluded Assets (unless the Lien of the Guaranty and Security Agreement, any existing Mortgage or other existing Loan Document has previously attached, or automatically attaches upon such acquisition, to such property and is perfected, having the priority contemplated by this Agreement), within five Business Days after such acquisition (or such longer period as the Administrative Agent may agree), and (ii) any Person that (w) becomes a Wholly-Wholly Owned Domestic Subsidiary that of a Loan Party after the Closing Date and is not an Immaterial Excluded Subsidiary, at least ten Business Days after such Person becoming a Subsidiary (including a Wholly-Owned Domestic Subsidiary that ceases for any reason to satisfy or such longer period as the definition of “Immaterial Subsidiary” at any timeAdministrative Agent may agree), or (iix) is or becomes a First-Tier an Excluded Foreign Holdco, within five Business Days (or such longer period as the Administrative Agent may agree) after such Person is determined to be or becomes an Excluded Foreign Holdco, or (y) ceases to be or qualify as an Excluded Subsidiary, within ten Business Days (or such longer period as the Administrative Agent may agree) after such Person ceases to be or qualify as an Excluded Subsidiary, or (iiiz) engages in any transaction permitted by Section 8.7, at least five Business Days prior to such Person consummating such transaction unless such transaction does not result in property that is within the definition of Collateral or required to be Collateral is not subjected to a valid, first priority perfected Lien under the Loan Documents (each event referred to in clause (i) or (ii) above, a “Credit Support Event”);
(b) within ten Business Days after the Closing Date or the occurrence of any Credit Support Event (subject to extension as the Administrative Agent may agree), become a Guarantor and/or grant Collateral in compliance with Section 6.24, and promptly thereafter (and in any event within 30 dayssignatory to, or deliver to the Administrative Agent such longer period of time permitted modifications to the terms of, the Loan Documents (or, to the extent applicable as determined by the Administrative Agent, such other guaranty and collateral documents that shall become Loan Documents) requested by the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent and as the Administrative Agent deems necessary of advisable in its sole discretion):
(a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiaryorder to ensure the following:
(i) cause (A) each Foreign Subsidiary of any Loan Party that is not an Unrestricted Subsidiary that has entered into any Guaranty Obligation with respect to any Indebtedness of any Loan Party and (B) each Wholly Owned Subsidiary of any Loan Party (other than any such Wholly-Owned Domestic Subsidiary to that will constitute an Excluded Subsidiary), shall guaranty, as primary obligor and not as surety, the payment of the Obligations of the Borrower, and thereby become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purposeLoan Party; and
(ii) without duplication each Wholly Owned Subsidiary of clause any Loan Party, if such Wholly Owned Subsidiary is an Excluded Foreign Holdco, shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable pledge of all of the non-Voting Stock, and 66% of the Voting Stock, of each first tier Subsidiary of such Person, as security for the Obligations of the Borrower, and thereby become a Loan Party; and
(b)(iiiiii) beloweach Wholly Owned Subsidiary of any Loan Party (other than any such Subsidiary that will constitute an Excluded Subsidiary), cause shall effectively grant to the Administrative Agent, for the benefit of the Secured Parties, a valid and enforceable security interest, pledge, mortgage, deed of trust or other applicable Lien in and on all of its property, including all of its Stock and Stock Equivalents and other Securities but expressly excluding all Excluded Assets, as security for the Obligations of such Person Loan Party and the Borrower, and thereby become a Loan Party; provided, however, that unless the Borrower and the Administrative Agent otherwise agree or any Loan Party referred to below (including any Excluded Foreign Holdco) pledges in excess of 66% of outstanding Voting Stock of any Excluded Foreign Subsidiary in respect of any Indebtedness (other than the Obligations), in no event shall the Loan Parties (including any Excluded Foreign Holdco), individually or collectively, be required to pledge in excess of 66% of outstanding Voting Stock of any Excluded Foreign Subsidiary;
(c) within 10 Business Days after the occurrence of any Credit Support Event (subject to extension as the Administrative Agent may agree), deliver to the Collateral Agent an amendment to the Global Intercompany Note executed by each new Loan Party, and all instruments, securities and other documents representing or evidencing all Stock, Stock Equivalents and other Securities required to be pledged pursuant to the Guaranty and Security Agreement or any other Loan Document, together with undated powers or endorsements duly executed in blank and all Material Chattel Paper and Material Third Party Notes owned or held by any Loan Party;
(d) within 30 days after the Closing Date (or such longer period as the Administrative Agent documents may agree) with respect to all Material Real Property owned by a Loan Party at the Closing Date, and no later than 30 days after the acquisition of any Material Real Property by a Loan Party following the Closing Date, a duly executed Mortgage, on such Material Real Property together with all Mortgage Supporting Documents relating thereto, including, without limitation, the following: (A) a completed standard flood hazard determination form; (B) if any improvement(s) comprising part of the types referred Material Real Property are located in a special flood hazard area, a notification to in clauses the Borrower (iv), (v“Borrower Notice”) and (viiif applicable) notification to the Borrower that flood insurance coverage under the National Flood Insurance Program is not available because the community does not participate in the National Flood Insurance Program; and (C) documentation evidencing the Borrower’s receipt of Section 4.02(athe Borrower Notice; and (D) andif the Borrower Notice is required to be given and flood insurance is available in the community in which the applicable property is located, a copy of one of the following: the flood insurance policy, the Borrower’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance satisfactory to the Administer Agent, (E) a policy or policies of title insurance issued by a nationally recognized title insurance company selected by the Borrower and reasonably acceptable the Administrative Agent, insuring such Mortgage as a first lien on the Material Real Property, subject to no Liens other than Permitted Liens, together with such endorsements as may be reasonably requested by Administrative Agent with insurance amounts of not more than 105% of the actual value of the applicable Material Real Property at the time such Mortgage is recorded together with all Mortgage recording taxes and other amounts payable in connection with recordation of each such Mortgage and evidence has fully complied with Section 7.5 hereof;
(e) upon request of the Administrative Agent, favorable deliver to it within forty-five days of receipt of such request (or such longer period as the Administrative Agent may agree) an appraisal complying with FIRREA;
(f) promptly, and in any event within 10 Business Days of any request by the Administrative Agent (or such longer period as the Administrative Agent may agree), take all other actions reasonably necessary or advisable 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 and to ensure such Liens are first priority Liens on the Collateral subject only to Permitted Senior Liens, including the filing of UCC financing statements, Mortgages and other appropriate documents in any domestic jurisdictions as may be required by the Loan Documents or applicable Requirements of Law or as the Administrative Agent may otherwise reasonably request (it being understood that no Group Member shall be required to (x) enter into any security or pledge agreements or other collateral documents governed by the law of a jurisdiction outside of the United States or (y) take any action in any jurisdiction outside of the United States to create or perfect any security interests in assets located or titled outside of the United States (the “Security Principles”)); and within the same time frame (subject to extension as the Administrative Agent may agree) that the applicable Person is required to comply with any requirement set forth in clauses (a) through (f) above, deliver to the Administrative Agent legal opinions relating to the matters described in this Section 7.10, to the extent that the Administrative Agent determines in its sole discretion that the value of counsel to obtaining any such Person (opinion exceeds the cost and related administrative burdens of delivering such opinions, which opinions shall cover, among other things, cover the legality, validity, binding effect and enforceability of the documentation referred to described in clause (a)(i)), all in form, content this Section 7.10 and scope reasonably satisfactory to the Administrative Agent;
(b) if such Person is a Wholly-Owned Domestic Subsidiary other than a BWXT Entity, a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary:
(i) cause such Person to deliver to the Administrative Agent for the benefit validity and perfection of the Secured PartiesLiens granted therein, Security Instruments (or supplements thereto)and such other matters as are customary in opinions governing secured financing transactions, as specified by and shall be in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)(ii) and (iii)), securing payment of all the Obligations and constituting Liens on all such real and personal properties,
(ii) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United States; and
(iii) without duplication of clause (a)(ii) above, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (iv), (v) and (vii) of Section 4.02(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (b)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and
(cg) if such Person is a First-Tier Foreign Subsidiary promptly, and in any event within 5 days of whose Stock is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this Section)the Closing Date, cause such all property or liability insurance of any Loan Party to deliver to name the Administrative Agent for the benefit on behalf of the Secured Parties all certificated Pledged Interests in and of such First-Tier Foreign Subsidiary, and any Security Instruments (as additional insured or supplements thereto)loss payee, as specified by and in form and substance reasonably satisfactory to the Administrative Agent, in each case securing payment of all the Obligations and constituting Liens on all such Pledged Interestsappropriate.
Appears in 1 contract
Sources: Credit Agreement (PGT, Inc.)
Additional Collateral and Guaranties. Notify the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary (including a Wholly-Owned Domestic Subsidiary that ceases for any reason to satisfy the definition of “Immaterial Subsidiary” at any time), (ii) becomes a First-Tier Foreign Subsidiary, or (iii) is required to become a Guarantor and/or grant Collateral in compliance with Section 6.246.25, and promptly thereafter (and in any event within 30 days, or such longer period of time permitted by the Administrative Agent in its sole discretion):
(a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary:
(i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and
(ii) without duplication of clause (b)(iii) below, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (ivv), (vvi) and (viiviii) of Section 4.02(a4.01(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent;
(b) except during a Collateral Release Period, if such Person is a Wholly-Owned Domestic Subsidiary other than a BWXT Entity, a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary:
(i) cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)(ii4.01(a)(iii) and (iiiiv)), securing payment of all the Obligations and constituting Liens on all such real and personal properties,
(ii) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United States; and
(iii) without duplication of clause (a)(ii) above, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (ivv), (vvi) and (viiviii) of Section 4.02(a4.01(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (b)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and
(c) except during a Collateral Release Period, if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this Section), cause such Loan Party to deliver to the Administrative Agent for the benefit of the Secured Parties all certificated Pledged Interests in and of such First-Tier Foreign Subsidiary, and any Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, in each case securing payment of all the Obligations and constituting Liens on all such Pledged Interests.
Appears in 1 contract
Additional Collateral and Guaranties. Notify the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary (including a Wholly-Owned Domestic Subsidiary that ceases for any reason to satisfy the definition of “Immaterial Subsidiary” at any time), (ii) becomes a First-Tier Foreign Subsidiary, or (iii) is required to become a Guarantor and/or grant Collateral in compliance with Section 6.246.25, and promptly thereafter (and in any event within 30 days, or such longer period of time permitted by the Administrative Agent in its sole discretion):
(a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary:
(i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and
(ii) without duplication of clause (b)(iii) below, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (ivv), (vvi) and (viiviii) of Section 4.02(a4.01(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent;
(b) except during a Collateral Release Period, if such Person is a Wholly-Owned Domestic Subsidiary other than a BWXT Entity, Entity or a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary:
(i) cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificated Pledged Interests in and of such Subsidiary, and other instruments of the type specified in Section 4.02(a)(ii4.01(a)(iii) and (iiiiv)), securing payment of all the Obligations and constituting Liens on all such real and personal properties,
(ii) take whatever action (including the filing of Uniform Commercial Code financing statements and the giving of notices) as may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the Security Instruments (or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions shall be required in any jurisdiction outside the United States; and
(iii) without duplication of clause (a)(ii) above, cause such Person to deliver to the Administrative Agent documents of the types referred to in clauses (ivv), (vvi) and (viiviii) of Section 4.02(a4.01(a) and, at the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (b)(i)), all in form, content and scope reasonably satisfactory to the Administrative Agent; and
(c) except during a Collateral Release Period, if such Person is a First-Tier Foreign Subsidiary any of whose Stock is owned by a Loan Party (or a Person becoming a Loan Party pursuant to this Section), cause such Loan Party to deliver to the Administrative Agent for the benefit of the Secured Parties all certificated Pledged Interests in and of such First-Tier Foreign Subsidiary, and any Security Instruments (or supplements thereto), as specified by and in form and substance reasonably satisfactory to the Administrative Agent, in each case securing payment of all the Obligations and constituting Liens on all such Pledged Interests.
Appears in 1 contract
Additional Collateral and Guaranties. Notify To the extent not delivered to the Administrative Agent promptly after any Person (i) becomes a Wholly-Owned Domestic Subsidiary that is not an Immaterial Subsidiary on or before the Initial Closing Date (including a Whollyin respect of after-Owned Domestic Subsidiary acquired property and Persons that ceases for any reason to satisfy become Subsidiaries of Products after the definition of “Immaterial Subsidiary” at any timeInitial Closing Date), (ii) becomes a First-Tier Foreign SubsidiaryProducts shall promptly, or (iii) is required to become a Guarantor and/or grant Collateral in compliance with Section 6.24, and promptly thereafter (and in any event with respect to any Person that becomes a Subsidiary of Products (other than an Unrestricted Subsidiary) and to the extent not otherwise set forth below, within 30 days, thirty (30) days (or such longer period of time permitted later date as may be agreed by the Administrative Agent in its sole discretion):(such agreement not to be unreasonably withheld, delayed or conditioned)) of such Person becoming a Subsidiary of Products (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:
(a) if such Person is a Wholly-Owned Domestic Subsidiary and is not a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary:
(i) cause such Wholly-Owned Domestic Subsidiary to become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement or such other document as the Administrative Agent shall deem reasonably appropriate for such purpose; and
(ii) without duplication of clause (b)(iii) below, cause such Person to deliver to the Administrative Agent documents such modifications to the terms of the types referred Loan Documents (or, to in clauses (iv), (v) and (vii) of Section 4.02(a) and, at the request of extent applicable as determined by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)(i)documents), all in form, content and scope reasonably satisfactory to the Administrative Agent;
(b) if such Person is a Wholly-Owned Domestic Subsidiary other than a BWXT Entity, a Captive Insurance Subsidiary or an Excluded Domestic Subsidiary:
(i) cause such Person to deliver to the Administrative Agent for the benefit of the Secured Parties, Security Instruments (or supplements thereto), as specified by and 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 the following:
(including delivery i) each Subsidiary of all certificated Pledged Interests in Products that is not an Excluded Subsidiary or Unrestricted Subsidiary shall guaranty, as primary obligor and of such Subsidiarynot as surety, and other instruments the payment of the type specified in Section 4.02(a)(ii) and (iii)), securing payment Obligations of all the Obligations and constituting Liens on all such real and personal properties,Borrowers;
(ii) take whatever action each Subsidiary of Products (including any Person required to become a Guarantor pursuant to clause (i) above) shall effectively grant to the filing Administrative Agent, for the benefit of Uniform Commercial Code financing statements the Secured Parties, a valid and enforceable security interest in all of its property that constitutes Collateral; provided, however, that, unless the giving of notices) as may be necessary or advisable in the reasonable opinion of Borrower Representative and the Administrative Agent to vest otherwise agree, in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported no event shall a security interest be required to be subject granted on any property of any Excluded Subsidiary, an Unrestricted Subsidiary or any Excluded Assets as security for any Obligation; and
(iii) Notwithstanding anything to the Security Instruments (contrary contained in this Agreement, from and after the Second Amendment Effective Date, no new filings, registrations, or supplements thereto) delivered pursuant to this Section 6.22, enforceable against all third parties in accordance with their terms (subject to Liens permitted by the Loan Documents), provided that no such actions other comparable documentation shall be required in any jurisdiction outside of the United States; andStates in which an IP Security Agreement has not been filed or registered prior to the Second Amendment Effective Date, other than the People’s Republic of China.
(iiib) without duplication of clause (a)(ii) above, cause such Person to deliver to the Administrative Agent appropriate resolutions, secretary certificates, certified organizational documents of the types referred to in clauses (iv), (v) and (vii) of Section 4.02(a) and, at the request of if requested by the Administrative Agent, customary and favorable legal opinions of counsel relating to such Person (the matters described in this Section 5.12, which opinions shall cover, among other things, the legality, validity, binding effect be in form and enforceability of the documentation referred to in clause (b)(i)), all in form, content and scope substance reasonably satisfactory acceptable to the Administrative AgentAgent and, to the extent applicable, substantially similar to the opinions delivered on the Initial Closing Date, in each instance with respect to each Subsidiary of Products formed or acquired after the Initial Closing Date; and
(c) if such Person is a First-Tier Foreign Subsidiary other than any filings, registrations, or other comparable documentation in any jurisdiction outside of whose Stock is owned by a Loan Party (the United States in which an IP Security Agreement has not been filed or a Person becoming a Loan Party pursuant registered prior to this Section)the Second Amendment Effective Date, excepting only the People’s Republic of China in which Borrowers will complete the filings of the various License Agreements heretofore executed, execute and deliver, or cause such Loan Party to deliver be executed and delivered, to the Administrative Agent for such documents, agreements and instruments, and will take or cause to be taken such further actions (including the benefit filing and recording of financing statements, security agreements with respect to Intellectual Property and such other actions or deliveries of the Secured Parties all certificated Pledged Interests in and of such First-Tier Foreign Subsidiarytype required by Section 3.01, and any Security Instruments (or supplements theretoas applicable), as specified which may be required by and in form and substance reasonably satisfactory to Legal Requirements or which the Administrative AgentAgent may, in each case securing payment from time to time, reasonably request to carry out the terms and conditions of all this Agreement and the Obligations other Loan Documents and constituting to ensure perfection and priority of the Liens on all such Pledged Interestscreated or intended to be created by the Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (PLBY Group, Inc.)