Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its Domestic Subsidiaries (other than any JV Entity), in each case formed or acquired after the Effective Date, within thirty (30) days of such formation or acquisition, to become a Loan Party by executing a Joinder Agreement and such Loan Party shall deliver legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, excluding any parcel of real property owned by any Loan Party. (b) Subject to applicable Requirements of Law, each Loan Party will cause (i) [REDACTED]% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries (excluding, for the avoidance of doubt, any JV Entity) and (ii) [REDACTED]% (or such greater percentage that (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any Material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by theany Borrower or any Domestic Subsidiary (in each case excluding, for the avoidance of doubt, any JV Entity) to be subject at all times, or, in the case of any such Foreign Subsidiary or Domestic Subsidiary formed or acquired after the Effective Date, within thirty (30) days of such formation or acquisition, to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request. (c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, 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, fixture filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law 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, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties. (d) If any Material assets (excluding any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreements that become subject to the Liens under the Security Agreements upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (d) of this Section, all at the expense of the Loan Parties.
Appears in 1 contract
Sources: Credit Agreement (CRH Medical Corp)
Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Requirement of Law, each Loan Party will cause each of its Domestic Subsidiaries Subsidiary (other than any JV Entity), in each case FSHCO) formed or acquired after the Effective Date, within thirty (30) days date of such formation or acquisition, this Agreement to promptly become a Loan Party by executing a Joinder Agreement and such Loan Party shall deliver legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot ActAgreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, excluding including any parcel of real property located in the U.S. owned by any Loan PartyParty (other than Excluded Assets).
(b) Subject to applicable Requirements of Law, each Each Loan Party will cause (i) [REDACTED]% 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries (excluding, for the avoidance of doubt, other than Excluded Subsidiaries and any JV EntityFSHCO) and (ii) [REDACTED]% 65% (or such greater percentage that that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign foreign Subsidiary as determined for U.S. federal Federal income tax purposes to be treated as a deemed dividend to such Foreign foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any Material adverse tax consequencesconsequences in the reasonable opinion of the Borrower Representative) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each FSHCO directly owned by theany such Borrower or any Domestic Subsidiary (in each case excluding, for the avoidance of doubt, excluding any JV EntityFSHCO) to be subject at all times, or, in the case of any such Foreign Subsidiary or Domestic Subsidiary formed or acquired after the Effective Date, within thirty (30) days of such formation or acquisition, times to a first priority, perfected Lien in favor of the Administrative Agent Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request.
(c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary (other than Excluded Subsidiaries) to, 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, fixture filings filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law 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 (in each case subject to the qualifications, if any, set forth in the Loan Documents) of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.
(d) If any Material material assets constituting Collateral (excluding including any real property or improvements thereto or any interest therein, but excluding Excluded Assets) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreements Agreement that become subject to the Liens Lien under the Security Agreements Agreement upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, thereof and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect (in each case subject to the qualifications, if any, set forth in the Loan Documents) such Liens, including actions described in paragraph (dc) of this Section, all at the expense of the Loan Parties.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) Subject to To the extent permitted by applicable Requirements of Lawlaw, each Borrower and each Subsidiary Loan Party will shall cause each of its Domestic Subsidiaries (other than any JV Entity), in each case subsidiaries formed or acquired after the Effective Date, within thirty (30) days date of such formation or acquisition, this Agreement to become a Loan Party by executing a the Joinder Agreement and such Loan Party shall deliver legal opinions and documents consistent with those delivered on set forth as Exhibit E hereto (the Effective Date, to the extent requested by the Administrative Agent. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot ActJoinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a U.S. Loan Guarantor or a Foreign Loan Guarantor, as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant grant, by executing the applicable Collateral Documents (or supplements thereto), Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured PartiesLenders, in any property of such Loan Party which that constitutes Collateral, excluding including any parcel of real property owned by any such Loan PartyParty having a fair market value in excess of $500,000.
(b) Subject to To the extent permitted by applicable Requirements of Lawlaw, Holdings, the Parent Borrower and each Domestic Subsidiary Loan Party will cause (i) [REDACTED]% 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries (excluding, for the avoidance of doubt, any JV Entity) Subsidiary and (ii) [REDACTED]% 65% (or such greater percentage that that, due to a change in applicable law after the date hereof, (1A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2B) could not reasonably be expected to cause any Material material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in of each Foreign Subsidiary (including the Canadian Subsidiary Borrower), in each case directly owned by theany the Parent Borrower or any such Domestic Subsidiary (in each case excludingLoan Party, for the avoidance of doubt, any JV Entity) to be subject at all times, or, in the case of any such Foreign Subsidiary or Domestic Subsidiary formed or acquired after the Effective Date, within thirty (30) days of such formation or acquisition, times to a first priority, perfected Lien (subject to Permitted Encumbrances) in favor of the Administrative Agent for to secure the benefit of the Administrative Agent and the other Secured Parties, Obligations pursuant to the terms and conditions of the Loan Documents applicable Collateral Document or other security documents as the Administrative Agent shall reasonably request.
(c) To the extent permitted by applicable law, Holdings, the Parent Borrower, the Canadian Subsidiary Borrower and each Subsidiary Loan Party will cause 100% of the issued and outstanding Equity Interests (other than director’s qualifying shares) of each Foreign Subsidiary (including the Canadian Subsidiary Borrower and to the extent not otherwise pledged pursuant to paragraph (b) of this Section 5.11) to be subject at all times to a first priority, perfected Lien (subject to Permitted Encumbrances) in favor of the Administrative Agent to secure the Canadian Secured Obligations pursuant to the terms and conditions of the applicable Collateral Document or other security documents as the Administrative Agent shall reasonably request.
(d) Without limiting the foregoingforegoing and to the extent permitted by applicable law, each Loan Party will, and will cause each Subsidiary of its subsidiaries to, 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, fixture filings filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law 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, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.
(de) If any Material material assets (excluding including any real property having a fair market value in excess of $500,000 or improvements thereto or any interest therein) are acquired by any Loan Party after the Restatement Effective Date (other than assets constituting Collateral under the Security Agreements Collateral Documents that become subject to the Liens under Lien created by the Security Agreements applicable Collateral Document upon acquisition thereof), the Borrower Representative such Loan Party will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required LendersLenders and to the extent permitted by applicable law, such Loan Party will cause such assets to be subjected to a Lien securing the Secured Obligations (in the case of assets of Holdings, the Parent Borrower or any Domestic Subsidiary Loan Party) or the Canadian Secured Obligations (in the case of assets of the Canadian Subsidiary Borrower or any Foreign Subsidiary Loan Party) and (ii) take, and cause each applicable Loan Party to take, will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such LiensLiens (subject to any exceptions set forth in the Collateral Documents), including actions described in paragraph (d) of this SectionSection 5.11, all at the expense of the Loan Parties.
(f) Notwithstanding the foregoing, the Administrative Agent shall not take a security interest in those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such security interest (including any mortgage, stamp, intangibles or other tax) are excessive in relation to the benefit to the Lenders of the security afforded thereby.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) Subject to applicable Requirements Upon the request of Lawthe Agent, each Loan Party will cause each of its Domestic Subsidiaries (other than any JV Entity), in each case formed or acquired after the Effective Date, within thirty (30) days of such formation or acquisition, to become a Loan Party by executing a Joinder Agreement and such Loan Party shall deliver legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to such documents as the Agent may reasonably deem necessary and deliver such property, documents, and instruments as the Agent may request to perfect the Liens of the Agent in any property Property of such Loan Party which constitutes Collateral, excluding including any parcel of real property Property located in the U.S. owned by any Loan PartyParty and (ii) in connection with the foregoing requirements, or either of them, deliver to the Agent all items of the type required by Section 4.1 (as applicable).
(ba) Subject to applicable Requirements of Law, each Each Loan Party will cause (i) [REDACTED]% 100% of the issued and outstanding Equity Interests Capital Stock of each any Person owned by such Loan Party to be subject at all times to a first priority, perfected Lien in favor of its Domestic Subsidiaries the Agent pursuant to the terms and conditions of the Orders and the Loan Documents or other security documents as the Agent shall reasonably request; provided that with the written approval of the Agent upon request of the Borrower (excluding, for such approval to be in the avoidance Agent’s discretion) the pledge of doubt, Capital Stock with respect to any JV Entity) and (ii) [REDACTED]% Foreign Subsidiary may be limited to 65% (or such greater percentage that in the Agent’s determination and discretion, due to a change in an applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any Material material adverse tax consequences) of the issued and outstanding Equity Interests Capital Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests Capital Stock not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by theany the Borrower or any Domestic Subsidiary (in each case excluding, for the avoidance of doubt, any JV Entity) to be subject at all times, or, in the case of any such Foreign Subsidiary or Domestic Subsidiary formed or acquired after the Effective Date, within thirty (30) days of such formation or acquisition, to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably requestSubsidiary.
(cb) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, shall execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements documents and instrumentsagreements, and will shall take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law 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, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.
(d) If any Material assets (excluding any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreements that become subject to the Liens under the Security Agreements upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (d) of this Section, all at the expense of the Loan Parties.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Loan Party will cause each of its Domestic Subsidiaries (other than any JV Entity), in each case formed or acquired after the Effective Date, within thirty (30) days of such formation or acquisition, to become a Loan Party by executing a Joinder Agreement and such Loan Party shall deliver legal opinions and documents consistent with those delivered on the Effective Date, to the extent requested by the Administrative Agent. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Loan Party which constitutes Collateral, excluding any parcel of real property owned by any Loan Party.
(b) Subject to applicable Requirements of Law, each Loan Party will cause (i) [REDACTED]% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries (excluding, for the avoidance of doubt, any JV Entity) and (ii) [REDACTED]% (or such greater percentage that (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s 's U.S. parent and (2) could not reasonably be expected to cause any Material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by theany the Borrower or any Domestic Subsidiary (in each case excluding, for the avoidance of doubt, any JV Entity) to be subject at all times, or, in the case of any such Foreign Subsidiary or Domestic Subsidiary formed or acquired after the Effective Date, within thirty (30) days of such formation or acquisition, to a first priority, perfected Lien in favor of the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request.
(c) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, 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, fixture filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law 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, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.. 51167637.4
(d) If any Material assets (excluding any real property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreements that become subject to the Liens under the Security Agreements upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (d) of this Section, all at the expense of the Loan Parties.
Appears in 1 contract
Sources: Credit Agreement (CRH Medical Corp)
Additional Collateral; Further Assurances. (a) Subject to To the extent permitted by applicable Requirements of Lawlaw, each Borrower and each Subsidiary Loan Party will shall cause each of its Domestic Subsidiaries (other than any JV Entity), in each case subsidiaries formed or acquired after the Effective Date, within thirty (30) days date of such formation or acquisition, this Agreement to become a Loan Party by executing a the Joinder Agreement and such Loan Party shall deliver legal opinions and documents consistent with those delivered on set forth as Exhibit E hereto (the Effective Date, to the extent requested by the Administrative Agent. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot ActJoinder Agreement”). Upon execution and delivery thereof, each such Person (i) shall automatically become a U.S. Loan Guarantor or a Foreign Loan Guarantor, as applicable, hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant grant, by executing the applicable Collateral Documents (or supplements thereto), Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured PartiesLenders, in any property of such Loan Party which that constitutes Collateral, excluding including any parcel of real property owned by any such Loan PartyParty having a fair market value in excess of $500,000.
(b) Subject to To the extent permitted by applicable Requirements of Lawlaw, Holdings, the Parent Borrower and each Domestic Subsidiary Loan Party will cause (i) [REDACTED]% 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries (excluding, for the avoidance of doubt, any JV Entity) Subsidiary and (ii) [REDACTED]% 65% (or such greater percentage that that, due to a change in applicable law after the date hereof, (1A) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2B) could not reasonably be expected to cause any Material material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in of each Foreign Subsidiary (including the Canadian Subsidiary Borrower), in each case directly owned by theany the Parent Borrower or any such Domestic Subsidiary (in each case excludingLoan Party, for the avoidance of doubt, any JV Entity) to be subject at all times, or, in the case of any such Foreign Subsidiary or Domestic Subsidiary formed or acquired after the Effective Date, within thirty (30) days of such formation or acquisition, times to a first priority, perfected Lien (subject to Permitted Encumbrances) in favor of the Administrative Agent for to secure the benefit of the Administrative Agent and the other Secured Parties, Obligations pursuant to the terms and conditions of the Loan Documents applicable Collateral Document or other security documents as the Administrative Agent shall reasonably request.
(c) To the extent permitted by applicable law, Holdings, the Parent Borrower, the Canadian Subsidiary Borrower and each Subsidiary Loan Party will cause 100% of the issued and outstanding Equity Interests (other than director’s qualifying shares) of each Foreign Subsidiary (including the Canadian Subsidiary Borrower and to the extent not otherwise pledged pursuant to paragraph (b) of this Section 5.11) to be subject at all times to a first priority, perfected Lien (subject to Permitted Encumbrances) in favor of the Administrative Agent to secure the Canadian Secured Obligations pursuant to the terms and conditions of the applicable Collateral Document or other security documents as the Administrative Agent shall reasonably request.
(d) Without limiting the foregoingforegoing and to the extent permitted by applicable law, each Loan Party will, and will cause each Subsidiary of its subsidiaries to, 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, fixture filings filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law 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, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.
(de) If any Material material assets (excluding including any real property having a fair market value in excess of $500,000 or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreements Collateral Documents that become subject to the Liens under Lien created by the Security Agreements applicable Collateral Document upon acquisition thereof), the Borrower Representative such Loan Party will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required LendersLenders and to the extent permitted by applicable law, such Loan Party will cause such assets to be subjected to a Lien securing the Secured Obligations (in the case of assets of Holdings, the Parent Borrower or any Domestic Subsidiary Loan Party) or the Canadian Secured Obligations (in the case of assets of the Canadian Subsidiary Borrower or any Foreign Subsidiary Loan Party) and (ii) take, and cause each applicable Loan Party to take, will take such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such LiensLiens (subject to any exceptions set forth in the Collateral Documents), including actions described in paragraph (d) of this SectionSection 5.11, all at the expense of the Loan Parties.
(f) Notwithstanding the foregoing, the Administrative Agent shall not take a security interest in those assets as to which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining such security interest (including any mortgage, stamp, intangibles or other tax) are excessive in relation to the benefit to the Lenders of the security afforded thereby.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) Subject to applicable Requirements of Law, each Borrower and each other U.S. Loan Party will shall cause each of its Domestic Subsidiaries (other than i) any JV Entity), in each case formed Material Subsidiary created or acquired after the Effective Date, within thirty (30ii) days of such formation or acquisition, to any Subsidiary that has otherwise become a Loan Party by executing a Joinder Agreement and such Loan Party shall deliver legal opinions and documents consistent with those delivered on Material Subsidiary after the Effective Date, to Date (it being understood that a Subsidiary’s status as a Material Subsidiary for the extent requested by the Administrative Agent. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person purposes of clauses (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (ii) will grant Liens to the Administrative Agent, for the benefit shall be as determined as of the Administrative Agent and most recent date upon which financial statements have been required to be delivered pursuant to Section 5.01(a) or (b)) or (iii) any Domestic Subsidiary or Foreign DRE whose Equity Interests are not held directly or indirectly by a Foreign Subsidiary that is treated as a corporation for U.S. federal income tax purposes that incurs any Indebtedness for borrowed money (other than intercompany Indebtedness) or Guarantees any such Indebtedness to become, not later than 45 days after the other Secured Partiesoccurrence of any of the foregoing events or determinations, in any property of such Loan Party which constitutes Collateral, excluding any parcel of real property owned by any Loan Party.as applicable
(b) Subject to applicable Requirements To secure the prompt payment and performance of Lawall the U.S. Secured Obligations, each Borrower and each Subsidiary that is a U.S. Loan Party will cause (i) [REDACTED]% 100% of the issued and outstanding Equity Interests of each of its (A) the Domestic Subsidiaries (excludingother than Domestic Subsidiaries whose Equity Interests are owned, directly or indirectly, by a Foreign Subsidiary that is treated as a corporation for the avoidance of doubtU.S. Federal income tax purposes, any JV Entity) and (iiB) [REDACTED]% (the Foreign DREs whose Equity Interests are not held directly or such greater percentage that (1) could not reasonably be expected to cause the undistributed earnings of such indirectly by a Foreign Subsidiary that is treated as determined a corporation for U.S. federal income tax purposes to be treated as a deemed dividend to purposes, other than any such Foreign Subsidiary’s U.S. parent and DRE where the assets of such Foreign DRE include Equity Interests of a “controlled foreign corporation” (2) could not reasonably be expected to cause any Material adverse tax consequenceswithin the meaning of Section 957(a) of the issued and outstanding Code) that, when aggregated with any other Equity Interests held by any other Affiliates of such Foreign DRE would constitute ownership of greater than 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporation (within it being understood that, pursuant to paragraph (a) of this Section, such Foreign DRE shall pledge all of its assets which do not constitute Equity Interests in such controlled foreign corporation and such Equity Interest in the meaning controlled foreign corporation such that, when aggregated with the Equity Interests of Treas. Reg. Section 1.956such controlled foreign corporation pledged by any other Affiliates of the Foreign DRE, the total Equity Interests pledged by the Foreign DRE will constitute a pledge of 65% of the total combined classes of Equity Interests entitled to vote in such controlled foreign corporation); (ii) 65% of the Equity Interests constituting the total combined classes of Equity Interests entitled to vote in each First-2(c)(2)Tier Foreign Subsidiary that is not a Foreign DRE; and (iii) and 100% of the issued and outstanding non-voting Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956each First-2(c)(2)) in each Tier Foreign Subsidiary directly owned by theany Borrower or any Domestic Subsidiary (in each case excludingthat is not a Foreign DRE, for the avoidance of doubt, any JV Entity) to be subject at all times, or, in the case of any such Foreign Subsidiary or Domestic Subsidiary formed or acquired after the Effective Date, within thirty (30) days of such formation or acquisition, times to a first priorityvalid, perfected Lien first priority security interest (subject to Permitted Liens) in favor of the Administrative Agent (for the benefit of the Administrative Agent and the other Secured Lender Parties, ) pursuant to the terms and conditions of the Loan Documents or other security documents as the Administrative Agent shall reasonably request.; provided that, notwithstanding the foregoing, no U.S. Loan Party shall be required to pledge any Equity Interests of PPC Mexico or its subsidiaries. The Borrowers agree that if (x) the
(c) Subject to Requirements of Law, each Bermuda Borrower and each other Bermuda Loan Party shall cause (i) any Material Subsidiary that is organized under the laws of Bermuda and is created or acquired after the Effective Date, (ii) any Subsidiary that is organized under the laws of Bermuda and has otherwise become a Material Subsidiary after the Effective Date (it being understood that a Subsidiary’s status as a
(d) Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, 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, fixture filings filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law law 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, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.
(de) If The Borrower Representative will promptly notify the Administrative Agent if any Material assets (excluding Borrower or any other Loan Party acquires any real or personal property or improvements thereto or any interest therein) are acquired by any Loan Party after the Effective Date with a fair market value in excess of $25,000,000 (other than assets constituting Collateral under the Security Agreements that become are, as a result of actions previously taken, automatically subject to a valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Liens under Administrative Agent (for the Security Agreements benefit of the Lender Parties) upon acquisition thereof), the Borrower Representative will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or the Required LendersLenders and subject to the terms and conditions of this Agreement, the Borrowers will promptly cause such assets to be subjected to a Lien valid, perfected first priority security interest or mortgage lien (subject to Permitted Liens) in favor of the Administrative Agent (for the benefit of the Lender Parties) securing the applicable Secured Obligations and (ii) will take, and cause each cause, as reasonably practicable, the applicable Loan Party Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (d) of this Section, all at the expense of the Loan Parties.Loan
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