Additional Collateral; Further Assurances. (a) Promptly, and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and will cause each of its Restricted Subsidiaries to, grant to the Administrative Agent, for the benefit of the Banks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full. (b) The Borrower will, and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent such opinions of counsel, title insurance and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with. (c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to time, in form and substance reasonably satisfactory to the Administrative Agent. (d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent. (e) Following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Document. (f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.
Appears in 2 contracts
Sources: Credit Agreement (Color Spot Nurseries Inc), Credit Agreement (Color Spot Nurseries Inc)
Additional Collateral; Further Assurances. (a) PromptlyAt any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any event within 30 days after security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security DocumentsCollateral, including, without limitation, any Capital Stock the filing of any Restricted financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any of the Related Documents. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of the "ADDITIONAL COLLATERAL")rights, benefits, duties, and obligations in such capacity under the Related Documents and (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(c) Borrower and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(d) Without limiting the foregoing, Borrower and any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower Guarantor will, and will cause each of its Restricted Subsidiaries Subsidiary to, grant execute and deliver, or cause to be executed and delivered, to Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the Administrative Agentfiling and recording of financing statements, for the benefit fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the Bankstype, security interests and mortgages in such asset or propertyas applicable), EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Subsidiary so acquired, such actions shall which may be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full.
(b) The Borrower will, and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent such opinions of counsel, title insurance and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateralwhich Lender may, from time to time, in form reasonably request to carry out the terms and substance reasonably satisfactory conditions of this Agreement and the Related Documents and to ensure perfection and priority of the Administrative Agent.
(d) The Borrower agrees that each action required by this Section 6.14 shall Liens created or intended to be completed as soon as possible, but if such Collateral has been newly acquired created by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary Documents, all at the joint and several expense of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Date, Date (other than assets constituting Collateral hereunder that become subject to the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm Lien in favor of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Administrative Agent for the ratable benefit of the Banks a valid Liabilities and perfected Lien on the Collateral will take, and any Additional Collateralcause such Subsidiary to take, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, such actions as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may shall be necessary oror reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the reasonable opinion expense of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security DocumentBorrower.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement
Additional Collateral; Further Assurances. (a) Promptly, The Leasing Company agrees that immediately upon becoming the beneficial owner of any additional Telecommunications Asset Agreement and in any event within 30 days after the Borrower or any proceeds of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitationAsset Sales of Telecommunications Assets subject to a Telecommunications Asset Agreement, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL")Qualified Investments constituting Collateral or Intercompany Notes constituting Collateral, the Borrower it will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, pledge and the Borrower will, and will cause each of its Restricted Subsidiaries to, grant deliver to the Administrative Agent, for the benefit of the Banks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 Collateral Agent for the benefit of the Banks required Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes, the certificates, instruments and documents representing such proceeds of Asset Sales of Telecommunications Assets subject to be granted pursuant to the Additional Security Documents a Telecommunications Asset Agreement, such Qualified Investments and all taxes, fees and other charges payable such Intercompany Notes (as well as duly executed instruments of transfer or assignment in connection therewith shall have been paid in full.
(b) The Borrower willblank), and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating grant to the Collateral covered by any Agent for the benefit of the Security Documents or Senior Note Trustee and the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent such opinions of counsel, title insurance equal and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request ratable benefit of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect Holders of the Real Property Senior Notes and for the benefit of the Borrower Convertible Note Trustee and its Restricted Subsidiariesfor the equal and ratable benefit of the Holders of the Convertible Notes pursuant to appropriate and necessary Senior Note Collateral Documents, if anya continuing first priority security interest in and Liens on such proceeds of Telecommunications Assets, constituting Collateralsuch Qualified Investments or such Intercompany Notes, from time to time, all in form and substance reasonably satisfactory to the Administrative Agent.
Collateral Agent and the Trustees. The Leasing Company shall also promptly (d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateralevent within five (5) Business Days after receipt thereof), subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after its compliance with the filing requirements of any such financing statementsapplicable law, deliver to the Administrative Collateral Agent acknowledgment copies ofany other documents of title, promissory notes, certificates or instruments representing Collateral which it holds. The Leasing Company further agrees that it will promptly (and in any event within 5 Business Days after such acquisition) deliver to the Collateral Agent and the Trustees an amendment, duly executed by the Leasing Company, in substantially the form of Schedule I hereto (an "Additional Collateral Amendment"), with respect to the additional Collateral that is to be pledged pursuant to this Security Agreement. The Leasing Company hereby authorizes the Collateral Agent and the Trustees to attach each Additional Collateral Amendment to this Security Agreement and agrees that any stock, notes or other forms of Investment listed on any Additional Collateral Amendment delivered to the Collateral Agent or the Trustees shall for all purposes hereunder be considered Collateral. The Leasing Company will, promptly upon request by the Trustee, (i) execute and deliver, cause to be executed and filed, or copies of lien search reports confirming use its best efforts to give any notices, in all appropriate jurisdictions (including Canada, Cyprus, the filing ofRussian Federation and Kazakstan) or procure any financing statements, financing statements duly filed under assignments, pledges or other documents, all in form and substance satisfactory to the UCC of Collateral Agent and the Trustee, (ii) mark ▇▇▇ chattel paper constituting Collateral, and deliver any certificates, chattel paper or instruments constituting Collateral to the Collateral Agent or the Trustees, (iii) execute and deliver or cause to be executed and delivered all jurisdictions as may be stock powers, proxies, assignments, instruments and other documents, all in form and substance satisfactory to the Collateral Agent and the Trustee, and (iv) take any other actions that are necessary or, in the reasonable opinion of the Administrative AgentCollateral Agent and the Trustees, desirable to perfect or continue the Lien createdperfection and the priority of the Collateral Agent's security interest and Liens in the Collateral, to protect the Collateral against the rights, claims, or purported interests of third Persons other than holders of Permitted Liens or intended to be created, Liens otherwise permitted by each Security Document.
(f) The Borrower shall use its best efforts and shall cause each Section 4.11 of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.the
Appears in 1 contract
Sources: Leasing Company Security and Pledge Agreement (PLD Capital Asset Us Inc)
Additional Collateral; Further Assurances. (a) PromptlySubject to applicable law, the Borrower shall, unless the Lender otherwise consents, cause each Subsidiary of the Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become a Guarantor by executing a Subsidiary Guaranty. Upon execution and delivery thereof, each such Person (i) shall become a Guarantor of the Obligations by executing and delivering a Subsidiary Guaranty 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 Lender, in any event within 30 days after the Borrower or any property of its Restricted Subsidiaries acquires any asset or propertysuch Guarantor which constitutes Collateral, including any Real Property, which is not covered parcel of real property located in the United States owned by any Guarantor by executing and delivering the existing appropriate Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and will cause each of its Restricted Subsidiaries to, grant to the Administrative Agent, for the benefit of the Banks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full.
(b) The Borrower will, and each Subsidiary executing the Subsidiary Guaranty will cause 100% of the issued and outstanding Equity Interests of each of its Restricted Subsidiaries toto be subject at all times to a first priority, at its own expense, make, execute, endorse, acknowledge, file and/or deliver perfected lien in favor of the Lender pursuant to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports terms and other assurances or instruments and take such further steps relating to the Collateral covered by any conditions of the Security Loan Documents or the Additional Security other Collateral Documents as the Administrative Agent may Lender shall reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent such opinions of counsel, title insurance and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled withrequest.
(c) At Without limiting the request of the Administrative Agent or the Required Banksforegoing, the Borrower shall provide will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent appraisals satisfying applicable requirements Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of FIRREA in respect financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries), which may be required by law or which the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting CollateralLender may, from time to time, in form reasonably request to carry out the terms and substance reasonably satisfactory conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Administrative AgentLiens created or intended to be created by the Security Documents, all at Borrower’s sole expense.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly If any material assets (including any Equity Interests and any real property or improvements thereto or any interest therein) are acquired by the Borrower or its Restricted any Subsidiary that is or becomes a Guarantor hereafter (other than assets constituting Collateral under any Collateral Document that become subject to the lien in favor of the Lender under any Collateral Document upon acquisition thereof), the Borrower will notify the Lender, and, if requested by the Lender, the Borrower will cause such assets to be subjected to a lien securing the Obligations and will take, and cause the Borrower and any appropriate Subsidiaries to take, such actions as shall be necessary or is Collateral held reasonably requested by any newly acquired Restricted Subsidiary the Lender to grant and perfect such liens, including actions described in paragraph (c) of this Section, all at the expense of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following At any time and from time to time the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Document.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to, execute and deliver such further documents and take such further action as may reasonably be requested by the Lender to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after effect the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement purposes of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and WaiversLoan Documents.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) PromptlySubject to applicable Requirements of Law, and in any event within 30 days after the each Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and will shall cause each of its Restricted domestic Significant Subsidiaries toformed or acquired after the date of this Agreement to become a Borrower by executing the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”). Upon execution and delivery of a Joinder Agreement, each such Person (i) shall automatically become a Borrower and 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, Agent (for the benefit of the BanksSecured Holders) in any property of such Borrower which constitutes Collateral. Notwithstanding the foregoing, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property if a Subsidiary is acquired in through a Permitted Business Acquisition, including any Restricted Acquisition such Subsidiary so acquired, such actions shall not be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same become a Borrower under this Agreement so long as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance Company delivers notice to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and Agent prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at Acquisition that such acquired Subsidiary would not become a Borrower under this Agreement; provided, that each Subsidiary so acquired that does not become a Borrower shall not be included in the time of perfection thereof. The Additional Security Documents or other 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 calculation of the Administrative Agent Fixed Charge Coverage Ratio for the benefit any period if such Subsidiary, together with all other Subsidiaries that are not Borrowers, account for greater than 15% of the Banks required to be granted pursuant to consolidated EBITDA of the Additional Security Documents Company and all taxes, fees and other charges payable in connection therewith shall have been paid in fullits Subsidiaries for such period.
(b) The Without limiting the foregoing, each Borrower willwill execute and deliver, and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered executed and delivered, to the Administrative Agent such opinions documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of counsel, title insurance financing statements) and other related documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be requested required by law or which the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateralmay, from time to time, in form reasonably request to carry out the terms and substance reasonably satisfactory conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Administrative AgentLiens created or intended to be created by the Collateral Documents, all at the expense of the Borrowers.
(dc) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than Within 30 days after the date Effective Date, the Administrative Agent shall have received Deposit Account Control Agreements and Lock Box Agreements to the extent required by Section 4.10 of the acquisition of such Collateral; PROVIDED that Security Agreement with respect to any Collateral acquired in such Deposit Account or Lock Box that is not subject to a Permitted Business AcquisitionDeposit Account Control Agreement or Lock Box Agreement, each action required by this Section 6.14 with respect to such Collateral (including property ofas applicable, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions as of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security DocumentEffective Date.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.
Appears in 1 contract
Additional Collateral; Further Assurances. Subject to applicable law, Agent has the right but not the obligation to require the Borrower to cause each, any or all of its domestic Subsidiaries, whether currently existing or formed or acquired after the Loan Closing Date, to become a Borrower subject to the provisions of the Loan Documents by executing a Joinder Agreement in the form proposed by the Agent, each, a “Joinder Agreement.” Upon execution and delivery thereof, each such Person (a) Promptlyshall automatically become a Subsidiary Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and (b) will grant Liens to the Collateral Agent in any event within 30 days after the Borrower or any property of its Restricted Subsidiaries acquires any asset or propertysuch Subsidiary Guarantor which constitutes Collateral, including any Real Propertyparcel of real property located in the U.S. and owned by such Subsidiary Guarantor, which is not covered by and the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (Lenders and Borrower shall take such steps to amend this Agreement and the "ADDITIONAL COLLATERAL"), other Loan Documents to implement the same. The Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, (i) 100% of the issued and the Borrower will, and will cause outstanding Equity Interests of each of its Restricted Subsidiaries to, grant to the Administrative Agent, for the benefit of the Banks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full.
(b) The Borrower will, and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent such opinions of counsel, title insurance and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted domestic Subsidiaries, if any, constituting Collateraland (ii) 100% of the issued and outstanding Equity Interests of each of its foreign Subsidiaries, from time to timebe subject at all times to a first priority, perfected Lien in form and substance reasonably satisfactory favor of the Collateral Agent pursuant to the Administrative Agent.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary terms and conditions of the Borrower, in no event later than 30 days after Loan Documents. Without limiting the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following the Closing Dateforegoing, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform execute and deliver, or cause to be executed and delivered, to the 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, mortgages, deeds of trust and other documents and such other actions or deliveries), which may be required by law or which the 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 Security Agreement, all at the expense of the Borrower. If any and all acts and execute material assets (including any and all documents real property or improvements thereto or any interest therein) are acquired by the Borrower after the Loan Closing Date (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction other than assets constituting Collateral under the provisions of Security Agreement that become subject to the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm Lien in favor of the Administrative Collateral Agent for upon the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Document.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED thatacquisition thereof), the Borrower will notify the Agent thereof, and, if requested by the Agent the Borrower will cause such assets to be subjected to a Lien securing the Obligations and will take such actions as shall not be required necessary or reasonably requested by the Agent to take grant and perfect such Liens, including actions or incur costs which are commercially unreasonable with respect to such leases of Real Property whichdescribed in this Section 6.11, in all at the reasonable judgement expense of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and WaiversBorrower.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) Promptly, Each Borrower and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which each Subsidiary that is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and Loan Party will cause each of its Restricted Domestic Subsidiaries tothat is not a FSHCO formed or acquired after the Effective Date and any Excluded Subsidiary at such time that it no longer constitutes an Excluded Subsidiary to become a Loan Party by executing a Joinder Agreement within thirty (30) days (or such later date as may from time to time be approved by the Administrative Agent in its reasonable discretion, but in no event later than the date such Domestic Subsidiary becomes an issuer or guarantor under or in respect of the Term Loan Agreement) of such formation, acquisition or disqualification as an Excluded Subsidiary (to the extent such Domestic Subsidiary remains in existence as of such thirtieth day), such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent. 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 BanksAdministrative Agent and the other Secured Parties, security interests and mortgages in any property of such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business AcquisitionLoan Party which constitutes Collateral, including any Restricted real property owned by any Loan Party (other than Excluded Assets). Nothing in this Section 5.14 shall be construed as a consent to form or acquire any Subsidiary so acquiredafter the Effective Date that is not otherwise expressly permitted herein. Notwithstanding anything herein to the contrary, such actions no Foreign Subsidiary of any Loan Party and no FSHCO shall be required to become a Loan Party.
(b) Without limiting the generality of the foregoing, each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding non-voting Equity Interests and (ii) the Applicable Pledge Percentage of the issued and outstanding voting Equity Interests of each Pledge Subsidiary to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented subject at all times to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agenta first priority, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 Lien in favor of the Administrative Agent for the benefit of the Banks Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to be granted the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to the Additional Security Documents legally valid, binding and all taxes, fees and other charges payable in connection therewith shall have been paid in fullenforceable pledge agreements.
(bc) The Borrower Without limiting the foregoing, each Loan Party will, and will cause each of its Restricted Subsidiaries Subsidiary to, at its own expenseexecute and deliver, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered executed and delivered, to the Administrative Agent such opinions documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of counsel, title insurance financing statements and other related documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be requested required by any Requirement of Law or which the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateralmay, 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 AgentAgent and all at the expense of the Loan Parties.
(d) The If any material assets are acquired by any Loan Party after the Effective Date (other than Excluded Assets or assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon the acquisition thereof), the Borrower agrees Representative will take, and cause each Subsidiary that each action required by this Section 6.14 is a Loan Party to take, such actions as shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower necessary or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to reasonably requested by the Administrative AgentAgent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.
(e) Following If, at any time after the Closing DateEffective Date any Subsidiary of Holdings that is not a Loan Party shall become party to a guaranty of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on any assets (other than Excluded Assets) to secure, the Term Loan Obligations, any Subordinated Indebtedness or any other Material Indebtedness of Holdings or a Domestic Subsidiary, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of Representative shall promptly notify the Administrative Agent thereof and, within ten (10) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) and (b) (but without giving effect to the 30-day grace periods provided therein).
(f) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) the Administrative Agent may grant extensions of time for, or waive the requirements to obtain, the creation or perfection of security interests in, or the obtaining of title insurance and surveys with respect to, particular assets (including extensions beyond the Effective Date for the ratable benefit perfection of security interests in the assets of the Banks a valid Loan Parties on such date) where it reasonably determines, in consultation with the Borrowers, that the cost, burden or consequence (including adverse Tax consequences) thereof is excessive in relation to the practical benefit afforded to the Secured Parties thereby; and perfected Lien on (y) Liens required to be granted from time to time pursuant to the Collateral and any Additional Collateral, Documents shall be subject to no Liens except for Prior Liens exceptions and Permitted Encumbrances. The Borrower shalllimitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdictions, as promptly otherwise agreed between the Administrative Agent and the Borrowers.
(g) Within thirty (30) days following the Effective Date (or such later date as practicable after the filing of any such financing statementsAdministrative Agent agrees to in its sole discretion), the Loan Parties shall deliver to the Administrative Agent acknowledgment copies of, or copies certificates of lien search reports confirming insurance listing the filing of, financing statements duly filed under Administrative Agent as (x) lender loss payee for the UCC of all jurisdictions as may be necessary or, in the reasonable opinion property casualty insurance policies of the Administrative AgentLoan Parties, desirable to perfect the Lien createdtogether with long-form lender loss payable endorsements, or purported or intended to be created, by each Security Document.
as appropriate and (fy) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver additional insured with respect to each lease the liability insurance of Real Property entered into by Credit Party after the Closing Date; PROVIDED thatLoan Parties, together with additional insured endorsements. Notwithstanding anything to the Borrower contrary herein or in any Loan Documents, such certificates of insurance and endorsements shall not be required to take actions be delivered until the date that is thirty (30) days following the Effective Date (or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of later date as the Administrative Agent, are not material Agent agrees to the business of the Borrower and in its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waiverssole discretion).
Appears in 1 contract
Additional Collateral; Further Assurances. (a) Promptly, and in Upon the formation or acquisition of any event within 30 days Domestic Subsidiary of the Borrower at any time after the Borrower Closing Date, or upon any of its Restricted Subsidiaries acquires Domestic Subsidiary becoming a Subsidiary at any asset or property, including any Real Property, which is not covered by time after the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL")Closing Date, the Borrower will shall, within 10 Business Days after such formation or acquisition, or within 10 Business Days after such Domestic Subsidiary becomes a Subsidiary, as the case may be:
(A) cause any newly acquired Restricted such Subsidiary to execute become a Subsidiary GuarantyBorrower under this Agreement by executing and delivering to the Lenders a joinder to this Agreement in form and substance satisfactory to the Administrative Agent and grant a security interest to the Administrative Agent on behalf of the Secured Parties in all of its assets constituting Collateral under the Security Agreement to secure the Secured Obligations, and (B) take whatever action (including delivering properly completed Uniform Commercial Code financing statements) that may be necessary or advisable in the Borrower will, and will cause each opinion of its Restricted Subsidiaries to, grant the Required Lenders to vest in the Administrative Agent, for the benefit of the BanksSecured Parties, a first priority perfected security interests and mortgages interest in the assets of such Domestic Subsidiary purported to be subject to the Security Agreement;
(ii) (A) cause all of the Equity Interests in such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Domestic Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented pledged to by the Administrative Agent). Such security interests Agent to secure the Secured Obligations by causing the direct owners of such Equity Interests to execute and mortgages shall be granted pursuant deliver to documentation substantially the same as Lenders a pledge agreement in the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance acceptable to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset (B) deliver or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full.
(b) The Borrower will, and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent all certificates and undated stock powers duly executed in blank (to the extent the Equity Interests of such opinions of counsel, title insurance Domestic Subsidiary are certificated) and other related documents required by the Pledge Agreement with respect to such Equity Interests and (C) take or cause to be taken such other actions as may be necessary to provide the Administrative Agent with a first priority perfected pledge of and security interest in such Equity Interests;
(iii) if such Domestic Subsidiary owns any real property, (A) deliver to the Lenders Mortgages covering such real property, together with each of the other documents of the types referred to in Section 3.01(e) with respect to such real property as the Required Lenders shall request, including current Mortgage Policies, surveys and real estate appraisals and (B) take all such actions and execute and deliver, or cause to be executed and delivered, all such other documents, instruments, agreements, opinions and certificates with respect to such real property and Mortgages that the Required Lenders shall request to create in favor of the Administrative Agent, for the benefit of Secured Parties, a valid and, subject to any applicable filings and/or recordings, perfected first priority security interest in such real property; and
(iv) deliver to the Lenders documents of the types referred to in clause Section 3.01(b) with respect to such Domestic Subsidiary and, if requested by the Required Lenders, favorable opinions of counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clauses (i), (ii), (iii) and (iv) above), all in form, content and scope satisfactory to the Required Lenders.
(b) In the event that Borrower or any of its Subsidiaries acquires any real property, then such Credit Party shall (i) as promptly as practicable, provide notice thereof to the Administrative Agent Agent, and (ii) contemporaneously with acquiring such real property, (A) deliver to assure themselves the Lenders a Mortgage covering such real property, (B) deliver to the Lenders such other documents of the types referred to in Section 3.01(e) with respect to such real property as the Required Lenders shall request, including current Mortgage Policies and current surveys acceptable to the Required Lenders by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Required Lenders, (C) with respect to any leased real property, a Collateral Access Agreement in form and substance acceptable to the Required Lenders; and (D) take all such actions and execute and deliver, or cause to be executed and delivered, all such other documents, instruments, agreements, opinions and certificates with respect to such real property that this Section 6.14 has been compiled withthe Required Lenders shall request to create in favor of the Administrative Agent, for the benefit of Secured Parties, a valid and, subject to any applicable filings and/or recordings, perfected first priority security interest in such real property.
(c) At Without limiting the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to time, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following the Closing Dateforegoing, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any execute and all acts deliver, or cause to be executed and execute any delivered, to the Lenders such documents, agreements and all documents instruments, and will take or cause to be taken such further actions (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after including the filing and recording of any such financing statements, deliver to fixture filings and other documents and such other actions or deliveries of the Administrative Agent acknowledgment copies oftype required by Section 3.01, or copies of lien search reports confirming the filing ofas applicable), financing statements duly filed under the UCC of all jurisdictions as which may be necessary orrequired by law or which the Required Lenders may, in from time to time, request to carry out the reasonable opinion terms and conditions of this Agreement and the other Credit Documents and to ensure perfection and priority of the Administrative Agent, desirable to perfect the Lien created, or purported Liens created or intended to be createdcreated by the Collateral Documents, by each Security Document.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after all at the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement expense of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and WaiversCredit Parties.
Appears in 1 contract
Sources: Credit Agreement (Advanced Environmental Recycling Technologies Inc)
Additional Collateral; Further Assurances. (a) Promptly, Each Borrower and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which each Subsidiary that is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and Loan Party will cause each of its Restricted Domestic Subsidiaries tothat is not a FSHCO formed or acquired after the Effective Date and any Excluded Subsidiary at such time that it no longer constitutes an Excluded Subsidiary to become a Loan Party by executing a Joinder Agreement within thirty (30) days (or such later date as may from time to time be approved by the Administrative Agent in its reasonable discretion, but in no event later than the date such Domestic Subsidiary becomes an issuer or guarantor under or in respect of the Term Loan Agreement) of such formation, acquisition or disqualification as an Excluded Subsidiary (to the extent such Domestic Subsidiary remains in existence as of such thirtieth day), such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent. 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 BanksAdministrative Agent and the other Secured Parties, security interests and mortgages in any property of such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business AcquisitionLoan Party which constitutes Collateral, including any Restricted real property owned by any Loan Party (other than Excluded Assets). Nothing in this Section 5.14 shall be construed as a consent to form or acquire any Subsidiary so acquiredafter the Effective Date that is not otherwise expressly permitted herein. Notwithstanding anything herein to the contrary, such actions no Foreign Subsidiary of any Loan Party and no FSHCO shall be required to become a Loan Party.
(b) Without limiting the generality of the foregoing, each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding non-voting Equity Interests and (ii) the Applicable Pledge Percentage of the issued and outstanding voting Equity Interests of each Pledge Subsidiary to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented subject at all times to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agenta first priority, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 Lien in favor of the Administrative Agent for the benefit of the Banks Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to be granted the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to the Additional Security Documents legally valid, binding and all taxes, fees and other charges payable in connection therewith shall have been paid in fullenforceable pledge agreements.
(bc) The Borrower Without limiting the foregoing, each Loan Party will, and will cause each of its Restricted Subsidiaries Subsidiary to, at its own expenseexecute and deliver, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered executed and delivered, to the Administrative Agent such opinions documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of counsel, title insurance financing statements and other related documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be requested required by any Requirement of Law or which the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateralmay, 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 AgentAgent and all at the expense of the Loan Parties.
(d) The If any material assets are acquired by any Loan Party after the Effective Date (other than Excluded Assets or assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon the acquisition thereof), the Borrower agrees Representative will take, and cause each Subsidiary that each action required by this Section 6.14 is a Loan Party to take, such actions as shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower necessary or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to reasonably requested by the Administrative AgentAgent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.
(e) Following If, at any time after the Closing DateEffective Date any Subsidiary of Holdings that is not a Loan Party shall become party to a guaranty of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on any assets (other than Excluded Assets) to secure, the Term Loan Obligations, any Subordinated Indebtedness or any other Material Indebtedness of Holdings or a Domestic Subsidiary, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of Representative shall promptly notify the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateralthereof and, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any within ten (10) days thereof (or such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions later date as may be necessary or, in the reasonable opinion of agreed upon by the Administrative Agent, desirable ) cause such Subsidiary to perfect comply with Section 5.14(a) and (b) (but without giving effect to the Lien created, or purported or intended to be created, by each Security Document30- day grace periods provided therein).
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material Notwithstanding anything to the business of the Borrower and its Restricted Subsidiaries taken as a whole, contrary in order to obtain such Landlord Certification and Waivers.this Agreement or any other Loan Document,
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Additional Collateral; Further Assurances. (a) PromptlyWithin sixty (60) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after any wholly-owned Subsidiary qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”, the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary to deliver to the Administrative Agent a Joinder Agreement and a joinder to the Security Agreement (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions hereof and thereof, such delivery to be accompanied by requisite resolutions, other organizational documentation and legal opinions as may be reasonably requested by, and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL")form and substance reasonably satisfactory to, the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, Administrative Agent and the Borrower will, and will cause each of its Restricted Subsidiaries to, grant counsel. Notwithstanding anything to the Administrative Agentcontrary in any Loan Document, for the benefit of the Banks, security interests and mortgages in such asset (i) no Excluded Domestic Subsidiary or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Excluded Foreign Subsidiary so acquired, such actions shall be required to be performed on a Loan Party and (ii) no Collateral constituting fee-owned real property located in the State of New York shall secure any Commitments, Revolving Loans or before Revolving Exposure.
(b) Subject the terms, limitations and exceptions set forth in the applicable Permitted Business Acquisition Closing Date Collateral Documents and this Section 5.14(b), each Loan Party will cause all of its owned property (except as otherwise assented whether real, personal, tangible, intangible, or mixed but excluding Excluded Assets and any real property that is not Material Real Property) to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant subject at all times to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents on a first priority basis, subject in any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, and subject to the terms, limitations and exceptions set forth in the applicable Collateral Documents, the Company (i) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by the Company or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request and (ii) will deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Company or such Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding anything to the contrary in this Section 5.14, (i) no such Mortgage or Mortgage Instruments are required to be granted delivered hereunder until the date that is ninety (90) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after (A) the Effective Date, with respect to Material Real Property owned by the Company or any other Loan Party on the Effective Date or (B) the date of acquisition thereof, with respect to Material Real Property acquired by the Company or any other Loan Party after the Effective Date and (ii) no foreign pledge documentation in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a Material Foreign Subsidiary shall be required hereunder (A) until the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements, and (C) to the Additional Security Documents and all taxes, fees and other charges payable extent the Company reasonably determines in connection therewith shall have been paid its good faith judgment that such pledge would result in fulla material adverse tax consequence to the Company or any Subsidiary.
(c) If, at any time after the Effective Date any Subsidiary of the Company that is not a Loan Party shall become party to a guaranty of, or g▇▇▇▇ ▇ ▇▇▇▇ on any assets to secure, the Term Loans/Notes Obligations, any Subordinated Indebtedness or any other Material Indebtedness of a Loan Party, the Company shall promptly notify the Administrative Agent thereof and, within ten (10) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) and (b) The Borrower (but without giving effect to the 30-day grace periods provided therein).
(d) Without limiting the foregoing, each Loan Party will, and will cause each of its Restricted Subsidiaries Subsidiary to, at its own expenseexecute and deliver, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered executed and delivered, to the Administrative Agent such opinions documents, agreements and instruments, and take or cause to be taken such further actions (including the filing and recording of counselfinancing statements, title insurance fixture filings, mortgages, deeds of trust and other related 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, subject to the terms, limitations, and exceptions set forth herein or in any Collateral Document, all at the expense of the Loan Parties, in each case to the extent required by, and subject to the limitations and exceptions of, this Agreement and the other Loan Documents.
(e) If any material assets (other than Excluded Assets or other assets not required to be Collateral) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the applicable Collateral Documents that become subject to the Lien granted by the Loan Parties in favor of the Administrative Agent in support of all of the Secured Obligations upon acquisition thereof), the Borrower Representative will promptly (i) notify the Administrative Agent 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 such actions as shall be necessary or reasonably requested by the Administrative Agent to assure themselves that grant and perfect such Liens, subject to clause (f) of this Section 6.14 has been compiled with.
(c) At Section, all at the request expense of the Administrative Agent or the Required BanksLoan Parties, the Borrower shall provide subject, however, to the Administrative Agent appraisals satisfying applicable requirements of FIRREA terms, limitations and exceptions set forth herein or in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to time, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such any Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such CollateralDocument; PROVIDED provided that with respect to any Collateral Material Real Property acquired by the Company or any other Loan Party after the Effective Date (including in connection with a Permitted Business Acquisition), each action required by this Section 6.14 with respect which property would not be automatically subject to such any other Lien pursuant to an existing Collateral (including property ofDocument, no Mortgage or Capital Stock of, any newly acquired Restricted Subsidiary) Mortgage Instrument shall be taken no required to be delivered hereunder prior to the date that is one hundred twenty (120) days after the acquisition thereof as determined by the Borrower Representative (acting reasonably in good faith) (or such later than the closing of such Permitted Business Acquisition, unless otherwise consented to date as may be agreed upon by the Administrative Agent.
(e) Following the Closing Date, the Borrower will, and will cause each of Agent in its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Documentdiscretion).
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after Notwithstanding the Closing Date; PROVIDED thatforegoing, the Borrower shall parties hereto acknowledge and agree that (i) in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any asset that constitutes Collateral is excessive in relation to the benefit afforded to the Secured Parties thereby, the Administrative Agent may exclude such Collateral from the creation and perfection requirements set forth in this Agreement and the other Loan Documents and (ii) the Administrative Agent may grant extensions of time for the creation or perfection of Liens in particular property (including extensions of time beyond the Effective Date) where it determines that such creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to take actions by this Agreement or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waiversany other Loan Document.
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Additional Collateral; Further Assurances. (ai) PromptlySubject to applicable Requirements of Law, and in any event within 30 days (or such later period as the Administrative Agent may agree in its reasonable discretion) after the Borrower time that any Person becomes a Material Domestic Subsidiary of the Company as a result of the creation of such Subsidiary, the growth of such Subsidiary or any a Permitted Acquisition or otherwise, each Loan Party will cause such Material Domestic Subsidiary (other than a Material Domestic Subsidiary of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which the Company that is not covered Wholly Owned) to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the existing Security rights, benefits, duties, and obligations in such capacity under the Loan Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower ii) will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and will cause each of its Restricted Subsidiaries to, grant Liens to the Administrative Agent, for the benefit of the BanksAdministrative Agent and the other Secured Parties, security interests and mortgages in any property or assets of such Loan Party of the type which constitutes Collateral, in accordance with the requirements of the Collateral Documents, pursuant to joinder agreements to the applicable Collateral Documents in such asset or property, EXCEPT that, form reasonably deemed appropriate by the Administrative Agent and (iii) shall execute and deliver to the Administrative Agent legal opinions (consistent in scope and substance as such legal opinions delivered on the Effective Date) and related documents as the Administrative Agent may reasonably request with respect to such property and assets.
(ii) Subject to applicable Requirements of Law, within 30 days (or such later period as the Administrative Agent may agree in its reasonable discretion) after the time that any asset UK Subsidiary has tangible or intangible personal or real property acquired with a fair market value in excess of $2,500,000 (other than the Equity Interests described on Schedule 3.15) as a result of the creation of such Subsidiary, the growth of such Subsidiary or a Permitted Business AcquisitionAcquisition or otherwise, including any Restricted each Loan Party will cause such UK Subsidiary so acquired(other than a UK Subsidiary that is not Wholly Owned) to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such actions Person (i) shall be required to be performed on or before automatically become a Loan Guarantor hereunder and thereupon shall have all of the applicable Permitted Business Acquisition Closing Date rights, benefits, duties, and obligations in such capacity under the Loan Documents, (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS"ii) reasonably satisfactory in form and substance will grant Liens to the Administrative Agent, includingfor the benefit of the Administrative Agent and the other Secured Parties, without limitationin any property or assets of such Loan Party of the type which constitutes Collateral, and if in accordance with the requirements of the Collateral Documents, pursuant to joinder agreements to the applicable Collateral Documents in such form reasonably deemed desirable appropriate by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, Agent and (iii) shall constitute valid execute and enforceable perfected security interests superior to and prior deliver to the rights Administrative Agent legal opinions (consistent in scope and substance as such legal opinions delivered on the Effective Date) and related documents as the Administrative Agent may reasonably request with respect to such property and assets.
(b) Each (i) U.S. Loan Party will cause (A) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (B) 65% 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 first-tier Foreign Subsidiary directly owned by such U.S. Loan Party and (ii) non-U.S. Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries directly owned by such non-U.S. Loan Party, in each case, to be subject at all third Persons and subject times to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establisha first priority, perfect, preserve and protect the Liens perfected Lien in favor of the Administrative Agent for the benefit of the Banks required to be granted Administrative Agent and the other Secured Parties, pursuant to the Additional Security terms and conditions of the Loan Documents or other Collateral Documents as the Administrative Agent shall reasonably request. First Amended and all taxesRestated Credit Agreement (Orthofix), fees and other charges payable in connection therewith shall have been paid in full.Page 98
(bc) The Borrower Without limiting the foregoing, each Loan Party will, and will cause each of its Restricted Subsidiaries Subsidiary to, at its own expenseexecute and deliver, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered executed and delivered, to the Administrative Agent such opinions documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of counselfinancing statements, title insurance fixture filings and other related documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any applicable Requirement of Law in the U.S., the Netherlands, England or Wales 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 at the expense of the Loan Parties (unless such action is excluded by the other terms of this Agreement and/or any of the Collateral Documents, as applicable).
(d) If any assets with a fair market value in excess of $2,500,000 are acquired by any Loan Party after the Effective Date (other than (x) assets constituting Collateral under any Collateral Document that become subject to the Lien under such Collateral Document upon acquisition thereof and (y) Excluded Assets), the Borrower Representative will (i) notify the Administrative Agent thereof, and, if reasonably 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 assure themselves that this Section 6.14 has been compiled with.
grant and perfect such Liens, including actions described in paragraph (c) At of this Section, all at the request expense of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to time, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative AgentLoan Parties.
(e) Following Notwithstanding anything to the Closing Datecontrary set forth herein or in any of the other Loan Documents, no Loan Party shall be required (i) to enter into any Collateral Document governed by the laws of a jurisdiction other than the U.S., the Borrower willNetherlands and England and Wales, and will cause each of its Restricted Subsidiaries to, perform (ii) create any and all acts and execute Lien in any and all documents (including, without limitationjurisdiction other than the U.S., the execution, amendment Netherlands and England and Wales or modification of (iii) perfect any financing statement and continuation statement) for filing Lien in any appropriate jurisdiction under other than the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Document.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED thatU.S., the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower Netherlands and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification England and WaiversWales.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) Promptly, and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and Each Loan Party will cause each of its Domestic Subsidiaries (other than any Immaterial Subsidiary) that is not a FSHCO formed or acquired after the Effective Date and any Excluded Subsidiary at such time as it no longer constitutes an Excluded Subsidiary to become a Loan Party by executing and delivering a Joinder Agreement within sixty (60) days (or such later date as may from time to time be approved by the Administrative Agent in its sole discretion, but in no event later than the date such Domestic Subsidiary becomes an issuer or guarantor in respect of the Term Loan Agreement) of such formation, acquisition or disqualification as an Excluded Subsidiary (to the extent such Domestic Subsidiary remains in existence as of such sixtieth day), such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent; provided, that notwithstanding the foregoing, the requirements and timeframes specified in this Section 5.14 shall not apply to Restricted Subsidiaries toformed after the Fourth Amendment Effective Date in anticipation of a Permitted Acquisition until such Permitted Acquisition is actually consummated so long as such Restricted Subsidiary (x) is not required to be joined as an obligor to the Term Loan Agreement and (y) at no time holds any assets or liabilities other than any merger or acquisition consideration contributed to it contemporaneously with the closing of such Permitted Acquisition. 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 BanksAdministrative Agent and the other Secured Parties, security interests and mortgages in any property of such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business AcquisitionLoan Party which constitutes Collateral, including any Restricted real property owned by any Loan Party (other than Excluded Assets). Nothing in this Section 5.14 shall be construed as a consent to form or acquire any Subsidiary so acquiredafter the Effective Date that is not otherwise expressly permitted herein. Notwithstanding anything herein to the contrary, such actions no Foreign Subsidiary of any Loan Party and no FSHCO shall be required to become a Loan Party.
(a) Without limiting the generality of the foregoing, each Borrower and each other Loan Party will cause (i) 100% of the issued and outstanding non-voting Equity Interests and (ii) the Applicable Pledge Percentage of the issued and outstanding voting Equity Interests of each Pledge Subsidiary to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented subject at all times to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agenta first priority, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 Lien in favor of the Administrative Agent for the benefit of the Banks Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to be granted the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to the Additional Security Documents legally valid, binding and all taxes, fees and other charges payable in connection therewith shall have been paid in fullenforceable pledge agreements.
(b) The Borrower Without limiting the foregoing, each Loan Party will, and will cause each of its Restricted Subsidiaries Subsidiary to, at its own expenseexecute and deliver, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered executed and delivered, to the Administrative Agent such opinions documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of counsel, title insurance financing statements and other related documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be requested required by any Requirement of Law or which the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateralmay, from time to time, reasonably request 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 AgentAgent and all at the expense of the Loan Parties.
(c) If any material assets are acquired by any Loan Party after the Effective Date (other than Excluded Assets or assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon the acquisition thereof), the Borrower Representative will take, and cause each Subsidiary that is a Loan Party to take within sixty (60) days (or such later date as may from time to time be approved by the Administrative Agent in its reasonable discretion but in no event later than the date such assets constitute Collateral securing the Term Loan Obligations), such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possibleIf, but if such Collateral has been newly acquired by at any time after the Borrower or its Restricted Subsidiaries or is Collateral held by Fourth Amendment Effective Date, any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED Holdings that with respect is not a Loan Party shall become party to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property guaranty of, or Capital Stock of▇▇▇▇▇ ▇ ▇▇▇▇ on any assets (other than Excluded Assets) to secure, (x) the Term Loan Obligations or (y) any newly acquired Restricted SubsidiarySubordinated Indebtedness, Permitted Ratio Debt or Indebtedness incurred under Section 6.01(o), each, in an aggregate principal amount exceeding $25,000,000, the Borrower Representative shall promptly notify the Administrative Agent thereof and, within ten (10) shall days thereof (or such later date as may be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to agreed upon by the Administrative Agent) cause such Restricted Subsidiary to comply with Section 5.14(a) and (b).
(e) Following Notwithstanding anything to the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing contrary in any appropriate jurisdiction under the provisions of the UCC, local law this Agreement or any statuteother Loan Document, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of (x) the Administrative Agent may grant extensions of time for, or waive the requirements to obtain, the creation or perfection of security interests in, or the obtaining of title insurance and surveys with respect to, particular assets (including extensions beyond the Effective Date for the ratable benefit perfection of security interests in the assets of the Banks a valid Loan Parties on such date) where it reasonably determines, in consultation with the Borrowers, that the cost, burden or consequence (including adverse Tax consequences) thereof is excessive in relation to the practical benefit afforded to the Secured Parties thereby; and perfected Lien on (y) Liens required to be granted from time to time pursuant to the Collateral and any Additional Collateral, Documents shall be subject to no Liens except for Prior Liens exceptions and Permitted Encumbrances. The Borrower shalllimitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdictions, as promptly otherwise agreed between the Administrative Agent and the Borrowers.
(f) Within thirty (30) days following the Effective Date (or such later date as practicable after the filing of any such financing statementsAdministrative Agent agrees to in its sole discretion), the Loan Parties shall deliver to the Administrative Agent acknowledgment copies of, or copies certificates of lien search reports confirming insurance listing the filing of, financing statements duly filed under Administrative Agent as (x) lender loss payee for the UCC of all jurisdictions as may be necessary or, in the reasonable opinion property casualty insurance policies of the Administrative AgentLoan Parties, desirable to perfect the Lien createdtogether with long-form lender loss payable endorsements, or purported or intended to be created, by each Security Document.
as appropriate and (fy) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver additional insured with respect to each lease the liability insurance of Real Property entered into by Credit Party after the Closing Date; PROVIDED thatLoan Parties, together with additional insured endorsements. Notwithstanding anything to the Borrower contrary herein or in any Loan Documents, such certificates of insurance and endorsements shall not be required to take actions be delivered until the date that is thirty (30) days following the Effective Date (or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of later date as the Administrative Agent, are not material Agent agrees to the business of the Borrower and in its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waiverssole discretion).
Appears in 1 contract
Additional Collateral; Further Assurances. (a) PromptlyAt Lender’s request, and in any event within 30 days Borrower shall cause each of its domestic Subsidiaries formed or acquired before or after the Borrower or any date of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock this Agreement to execute a guaranty of any Restricted Subsidiary Borrower’s obligations under this Agreement.
(the "ADDITIONAL COLLATERAL"), the b) Borrower will cause any newly acquired Restricted Subsidiary 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries to execute be subject at all times to a Subsidiary Guarantyfirst priority, perfected Lien in favor of Lender pursuant to the terms and conditions of the Loan Documents or other security documents as Lender shall reasonably request.
(c) Without limiting the foregoing, Borrower will, and will cause each of its Restricted Subsidiaries Subsidiary to, grant execute and deliver, or cause to be executed and delivered, to Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the Administrative Agentfiling and recording of financing statements, for the benefit fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the Bankstype required by Section 4.01, security interests and mortgages in such asset or propertyas applicable), EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Subsidiary so acquired, such actions shall which may be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full.
(b) The Borrower will, and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent such opinions of counsel, title insurance and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateralwhich Lender may, from time to time, in form reasonably request to carry out the terms and substance reasonably satisfactory conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Administrative AgentLiens created or intended to be created by the Collateral Documents, all at the expense of Borrower.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Effective Date (other than assets constituting Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of Security Agreement that become subject to the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm Lien in favor of the Administrative Agent for Security Agreement upon acquisition thereof), Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the ratable benefit of the Banks a valid Secured Obligations and perfected Lien on the Collateral will take, and any Additional Collateralcause its Subsidiary to take, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, such actions as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may shall be necessary oror reasonably requested by Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the reasonable opinion expense of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security DocumentBorrower.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.
Appears in 1 contract
Sources: Credit Agreement (Koss Corp)
Additional Collateral; Further Assurances. (a) Promptly, Each Borrower and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which each Subsidiary that is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and Loan Party will cause each of its Restricted Domestic Subsidiaries tothat is not a FSHCO formed or acquired after the Effective Date and Dairyland HP at such time that Dairyland HP no longer constitutes an Excluded Subsidiary to become a Loan Party by executing a Joinder Agreement within thirty (30) days (or such later date as may from time to time be approved by the Administrative Agent in its reasonable discretion, but in no event later than the date such Domestic Subsidiary becomes an issuer or guarantor under or in respect of the Term Loan Agreement) of such formation, acquisition or disqualification as an Excluded Subsidiary (to the extent such Domestic Subsidiary remains in existence as of such thirtieth day), such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent. 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 BanksAdministrative Agent and the other Secured Parties, security interests and mortgages in any property of such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business AcquisitionLoan Party which constitutes Collateral, including any Restricted real property owned by any Loan Party (other than Excluded Assets). Nothing in this Section 5.14 shall be construed as a consent to form or acquire any Subsidiary so acquiredafter the Effective Date that is not otherwise expressly permitted herein. Notwithstanding anything herein to the contrary, such actions no Foreign Subsidiary of any Loan Party and no FSHCO shall be required to become a Loan Party.
(b) Without limiting the generality of the foregoing, each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding non-voting Equity Interests and (ii) the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented subject at all times to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agenta first priority, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 Lien in favor of the Administrative Agent for the benefit of the Banks Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to be granted the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to the Additional Security Documents legally valid, binding and all taxes, fees and other charges payable in connection therewith shall have been paid in fullenforceable pledge agreements.
(bc) The Borrower Without limiting the foregoing, each Loan Party will, and will cause each of its Restricted Subsidiaries Subsidiary to, at its own expenseexecute and deliver, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered executed and delivered, to the Administrative Agent such opinions documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of counsel, title insurance financing statements and other related documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be requested required by any Requirement of Law or which the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateralmay, 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 AgentAgent and all at the expense of the Loan Parties.
(d) The If any material assets are acquired by any Loan Party after the Effective Date (other than Excluded Assets or assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon the acquisition thereof), the Borrower agrees Representative will take, and cause each Subsidiary that each action required by this Section 6.14 is a Loan Party to take, such actions as shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower necessary or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to reasonably requested by the Administrative AgentAgent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of the Loan Parties.
(e) Following If, at any time after the Closing DateEffective Date any Subsidiary of Holdings that is not a Loan Party shall become party to a guaranty of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on any assets (other than Excluded Assets) to secure, the Term Loan Obligations, any Subordinated Indebtedness or any other Material Indebtedness of Holdings or a Domestic Subsidiary, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of Representative shall promptly notify the Administrative Agent thereof and, within ten (10) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) and (b) (but without giving effect to the 30-day grace periods provided therein).
(f) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) the Administrative Agent may grant extensions of time for, or waive the requirements to obtain, the creation or perfection of security interests in, or the obtaining of title insurance and surveys with respect to, particular assets (including extensions beyond the Effective Date for the ratable benefit perfection of security interests in the assets of the Banks a valid Loan Parties on such date) where it reasonably determines, in consultation with the Borrowers, that the cost, burden or consequence (including adverse Tax consequences) thereof is excessive in relation to the practical benefit afforded to the Secured Parties thereby; and perfected Lien on (y) Liens required to be granted from time to time pursuant to the Collateral and any Additional Collateral, Documents shall be subject to no Liens except for Prior Liens exceptions and Permitted Encumbrances. The Borrower shalllimitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdictions, as promptly otherwise agreed between the Administrative Agent and the Borrowers.
(g) No later than forty-five (45) days following the Effective Date (or such later date as practicable after the filing of any Administrative Agent may agree to in its reasonable discretion), the Administrative Agent shall have received an Acceptable Inventory Appraisal and an Acceptable Field Examination shall have been completed.
(h) Within thirty (30) days following the Effective Date (or such financing statementslater date as the Administrative Agent agrees to in its sole discretion), the Loan Parties shall deliver to the Administrative Agent acknowledgment copies of, or copies certificates of lien search reports confirming insurance listing the filing of, financing statements duly filed under Administrative Agent as (x) lender loss payee for the UCC of all jurisdictions as may be necessary or, in the reasonable opinion property casualty insurance policies of the Administrative AgentLoan Parties, desirable to perfect the Lien createdtogether with long-form lender loss payable endorsements, or purported or intended to be created, by each Security Document.
as appropriate and (fy) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver additional insured with respect to each lease the liability insurance of Real Property entered into by Credit Party after the Closing Date; PROVIDED thatLoan Parties, together with additional insured endorsements. Notwithstanding anything to the Borrower contrary herein or in any Loan Documents, such certificates of insurance and endorsements shall not be required to take actions be delivered until the date that is thirty (30) days following the Effective Date (or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of later date as the Administrative Agent, are not material Agent agrees to the business of the Borrower and in its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waiverssole discretion).
Appears in 1 contract
Additional Collateral; Further Assurances. (a) PromptlySubject to applicable law, each Loan Party will cause each Restricted Subsidiary that is formed or acquired after the date of this Agreement (and is not an Excluded Subsidiary), that becomes a Restricted Subsidiary after the Closing Date (and is not an Excluded Subsidiary) or that ceases to be an Excluded Subsidiary after the Closing Date in accordance with the terms of this Agreement within sixty (60) days (in each case, as such time may be extended in the Administrative Agent’s sole discretion) to become a Borrower or a Guarantor pursuant to a Joinder Agreement and take all such further actions (including authorizing the filing and recording of financing statements, fixture filings, and other documents) that are required under the Collateral Documents or this Agreement to cause the Collateral and Guaranty Requirement to be satisfied with respect to such Subsidiary. Upon execution and delivery thereof, each such Person (i) shall automatically become a Borrower or Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents and
(b) The Loan Parties will execute any and all further documents, agreements and instruments, and take all such further actions (including authorizing the filing and recording of financing statements, fixture filings, and other documents) which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request, to cause the Collateral and Guaranty Requirement to be and remain satisfied at all times.
(c) Upon the acquisition by any of the Loan Parties or any of their Subsidiaries after the Second Amendment Effective Date of any interest in any Material Real Property, such Loan Party or Subsidiary, as applicable, shall immediately so notify the Administrative Agent, setting forth with specificity a description of the interest acquired, the location of the Material Real Property, any structures or improvements thereon and either an appraisal or such Loan Party’s or Subsidiary’s good-faith estimate of the current value of such Material Real Property. The Administrative Agent shall notify such Loan Party or Subsidiary, as applicable, whether it intends to require a Mortgage (and any other Real Property Deliverables solely to the extent requested by the Term Agent pursuant to the Term Credit Agreement) with respect to such Material Real Property. Upon receipt of such notice requesting a Mortgage (and any other Real Property Deliverables solely to the extent requested by the Term Agent pursuant to the Term Credit Agreement) such Loan Party or Subsidiary, as applicable, shall promptly and in any event within 30 sixty (60) days after the Borrower acquisition of such Material Real Property (or any such later time as the Administrative Agent may agree in its sole discretion), deliver one or more Mortgages creating a perfected, first priority Lien (in terms of its Restricted Subsidiaries acquires any asset or propertypriority, including any subject only to Permitted Specified Liens) on such Material Real Property, which is not covered Property and such other Real Property Deliverables (solely to the extent requested by the existing Security DocumentsTerm Agent pursuant to the Term Credit Agreement) as may be required by the Administrative Agent with respect to such Material Real Property acquired after the Second Amendment Effective Date; provided that no Mortgage on such Material Real Property shall be recorded at the direction of the Administrative Agent until each Lender has confirmed to the Administrative Agent that it has completed all internal credit requirements necessary to accept such Mortgage. The Borrowers shall pay all fees and expenses, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guarantyreasonable attorneys’ fees and expenses, and the Borrower willall title insurance charges and premiums, and will cause each of its Restricted Subsidiaries to, grant to the Administrative Agent, for the benefit of the Banks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full.
(b) The Borrower will, and will cause with each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent such opinions of counsel, title insurance and other related documents as may be requested by the Administrative Agent to assure themselves that Loan Party’s obligations under this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to time, in form and substance reasonably satisfactory to the Administrative Agent5.14(c).
(d) The Borrower agrees that each action required by this Section 6.14 Notwithstanding the foregoing, the Administrative Agent shall be completed as soon as possible, but if such Collateral has been newly not enter into any Mortgage in respect of any Material Real Property acquired by any Loan Party after the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of Second Amendment Effective Date until (1) the Borrower, in no event later than 30 date that occurs 45 days after the date of Administrative Agent has delivered to the acquisition Lenders (which may be delivered electronically) the following documents in respect of such Collateral; PROVIDED that with respect to any Collateral acquired real property: (i) a completed flood hazard determination from a third party vendor, (ii) if such real property is located in a Permitted Business Acquisition, each action required “special flood hazard area,”
(A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance is not available and (B) evidence of receipt by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing applicable Loan Party of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following the Closing Date, the Borrower willnotice, and will cause each (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of its Restricted Subsidiaries toflood insurance, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement2) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Document.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.have received written
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Additional Collateral; Further Assurances. (a) PromptlySubject to applicable Requirements of Law, and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and each Loan Party will cause each Material Domestic Subsidiary (other than an Excluded Subsidiary) formed, acquired or that otherwise becomes a Material Domestic Subsidiary after the date of its Restricted this Agreement to become a Loan Party by executing a Joinder Agreement within thirty (30) days of such event (or such longer period as agreed to 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 toas 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 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 BanksAdministrative Agent and the other Secured Parties, security interests in any property of such Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. The Administrative Agent shall not accept delivery of any mortgage from any Loan Party unless each of the Lenders has received forty-five (45) days prior written notice thereof and mortgages in Administrative Agent has received confirmation from each Lender that such asset Lender has completed its flood insurance diligence, has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required by the Flood Laws or property, EXCEPT that, as otherwise satisfactory to such Lender. The Administrative Agent shall not accept delivery of any joinder to any Loan Document with respect to any asset or property acquired Subsidiary of any Loan Party that is not a Loan Party if such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in a Permitted Business Acquisitionrelation to such Subsidiary and the Administrative Agent has completed its USA PATRIOT Act searches, including any Restricted Subsidiary so acquiredSanctions searches and customary individual background checks for such Subsidiary, such actions the results of which shall be required satisfactory to Administrative Agent.
(b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries (other than an Excluded Subsidiary of the type described in clause (b), (d) or (e) of the definition thereof) and (ii) 65% (or such greater percentage 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 Subsidiary as determined for U.S. federal income tax purposes to be performed on 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 and each Excluded Subsidiary of the type described in clause (d) or before (e) of the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to definition thereof directly owned by the Administrative Agent). Such security interests and mortgages shall Borrower or any Domestic Subsidiary to be granted pursuant subject at all times to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agenta first priority, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 Lien in favor of the Administrative Agent Agent, for the benefit of the Banks required to be granted Administrative Agent and the other Secured Parties, pursuant to the Additional Security terms and conditions of the Loan Documents and all taxesor other security documents as the Administrative Agent shall reasonably request, fees and other charges payable in connection therewith shall have been paid in fullsubject to Dispositions permitted under Section 6.05.
(bc) The Borrower Without limiting the foregoing, each Loan Party will, and will cause each of its Restricted Subsidiaries Subsidiary to, at its own expenseexecute and deliver, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered executed and delivered, to the Administrative Agent such opinions documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of counselfinancing statements, title insurance Intellectual Property security agreements, fixture filings, mortgages, deeds of trust and other related documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be requested required by any Loan Document or which the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateralmay, 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.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by Agent and all at the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary expense of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative AgentLoan Parties.
(e) Following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Document.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.
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Additional Collateral; Further Assurances. A. In the event that any Person becomes a Subsidiary after the date hereof (aor any Foreign Subsidiary becomes a Material Foreign Subsidiary after the date hereof), Borrower will promptly notify Administrative Agent of that fact and (i) Promptlycause each such Subsidiary that is either a Domestic Subsidiary or Material Foreign Subsidiary to execute and deliver to Administrative Agent a counterpart of the Subsidiary Guaranty, Security Agreement and Master Pledge Agreement, and (ii) in any the event within 30 days after that such Person’s Capital Stock is certificated or such Person has Domestic Subsidiaries or direct Foreign Subsidiaries the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL")which is certificated, the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and will cause each such Subsidiaries to execute and deliver any documents necessary to effectively pledge a First Priority security interest in such Capital Stock in favor of its Restricted Subsidiaries Administrative Agent, including delivering to Administrative Agent such certificates accompanied by stock powers in blank; provided, that upon the request of Requisite Lenders, any Material Foreign Subsidiary shall execute and deliver such security documents, pledge agreements or instruments that the Requisite Lenders deem necessary or advisable, or that the Requisite Lenders may reasonably request, to effectuate the granting of security by such Material Foreign Subsidiary, and to the extent requested by Requisite Lenders, such legal opinions reasonably requested by Requisite Lenders of the type customarily required with respect to the granting of security interests by foreign entities; provided, that to the extent that the taking of any of the foregoing actions with respect to any Material Foreign Subsidiary, including, but not limited to, grant the pledge of the Capital Stock of such Foreign Subsidiary shall cause material adverse tax consequences to the Borrower or the Borrower and its Subsidiaries taken as a whole, the foregoing actions shall not be required or shall be modified or otherwise limited accordingly.
B. At any time and from time to time, promptly following the Administrative Agent’s or Requisite Lenders’ written request and at the expense of Borrower, Borrower agrees to duly execute and deliver, and to cause the other Loan Parties to duly execute and deliver, any and all such further instruments and documents and take such further action as the Administrative Agent or Requisite Lenders may reasonably deem necessary or advisable in order to perfect and protect any Lien granted or purported to be granted pursuant to the Loan Documents or to enable the Administrative Agent, in accordance with the terms of the applicable Loan Documents, to exercise and enforce its rights and remedies under the Loan Documents with respect to such Collateral. At any time when an Event of Default has occurred and is continuing, promptly upon the request of the Administrative Agent or Requisite Lenders, assign to the Administrative Agent, pursuant to an assignment in form and substance satisfactory to the Administrative Agent, the right to receive proceeds (for application to the Obligations in accordance with this Agreement) of any Interest Rate Agreements, Currency Agreements, Commodities Agreements or Hedge Agreements to which any Loan Party is a party. Notwithstanding the foregoing, the granting of such further assurances or security interest under this subsection 6.7 shall not be required if it would (A) be prohibited by other Contractual Obligations to which any Loan Party is a party, (B) be prohibited by applicable law, or (C) result in material adverse tax consequences to the Borrower.
C. To the extent not delivered at Closing (with the consent of Lenders), upon the request of the Administrative Agent, the Borrower shall, and shall cause the other Loan Parties to, execute and deliver to the Administrative Agent, for the benefit of the BanksLenders and L/C Issuer, security interests within 30 days of any such request or the acquisition or leasing of any Real Property by any Loan Party, a Mortgage upon any such Real Property and mortgages in such asset Real Property lease or property, EXCEPT thatinterest (subject to, with respect to Real Property in existence on or prior to the Closing, any asset prohibitions and/or required consents under any documentation governing such Real Property or property acquired Real Property lease or interest), together with such title insurance policies (mortgagee’s form), certified surveys, appraisals (which meet or exceed the minimum appraisal standards set forth in a Permitted Business Acquisitionthe Financial Institutions Reform, including any Restricted Subsidiary so acquiredRecovery and Enforcement Act (12 C.F.R. §4 (1990)), as amended), and local counsel opinions with respect thereto and such actions shall be required other agreements, documents and instruments which the Administrative Agent or Requisite Lenders deem necessary or advisable, the same to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, Agent and if deemed desirable by to be subject only to (a) Liens permitted under subsection 7.2 and (b) such other Liens as the Administrative AgentAgent and Lenders may reasonably approve, opinions it being understood that the granting of local counsel in such additional security for the Obligations is a material inducement to the execution and delivery of this Agreement by each Lender; provided, that no Mortgage shall be required with respect to (x) so long as no Event of Default shall have occurred and be continuing, any jurisdictions in which such asset Real Property not considered material by Administrative Agent or property is locatedthe Requisite Lenders or (y) the Myrtle Beach Lease unless (a) the right of The Boyds Collection – Myrtle Beach, and LLC, to terminate the Myrtle Beach Lease pursuant to Section 1.07 thereof shall constitute valid and enforceable perfected security interests superior to and have tolled, (a) prior to the rights date applicable in the foregoing clause (b) an Event of all third Persons Default shall have occurred and subject be continuing, and Administrative Agent or Requisite Lenders shall have directed Borrower to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents obtain such a Mortgage, or (c) any construction or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith action shall have been paid in fulltaken by any Loan Party affirmatively indicating their intention to use the Myrtle Beach Lease.
(b) The D. Borrower will, shall use its commercially reasonable efforts to obtain and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps Collateral Access Agreements relating to the (i) bailees at which there is, or is reasonably expected to be, for any material time, Collateral covered by valued in excess of $100,000, (ii) leases at which there is, or is reasonably expected to be, for any material time, Collateral valued in excess of the Security Documents or the Additional Security Documents as $100,000, (iii) Real Property mortgaged to a third party (other than the Administrative Agent may pursuant to the requirements of the Loan Documents) at which there is, or is reasonably require. Furthermoreexpected to be, the for any material time, Collateral valued in excess of $100,000; and Borrower shall cause update Schedule 5.5 to reflect any bailees, leaseholds or mortgaged Real Property to which this subsection 6.7D applies; provided, that no Collateral Access Agreement shall be delivered required with respect to the Myrtle Beach Lease unless (a) the right of The Boyds Collection – Myrtle Beach, LLC, to terminate the Myrtle Beach Lease pursuant to Section 1.07 thereof shall have tolled, (b) prior to the date applicable in the foregoing clause (a) an Event of Default shall have occurred and be continuing, and Administrative Agent or Requisite Lenders shall have directed Borrower to obtain such opinions of counsela Collateral Access Agreement, title insurance and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
or (c) At the request of the Administrative Agent any construction or the Required Banks, the Borrower other action shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to time, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has have been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held taken by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Document.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries Loan Party affirmatively indicating their intention to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and WaiversMyrtle Beach Lease.
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Additional Collateral; Further Assurances. (a) Promptly, and in any event within 30 days after The Issuer agrees that immediately upon becoming the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock beneficial owner of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL")additional Issuer Loan Agreements and Issuer Notes constituting Collateral, the Borrower additional Issuer Loans constituting Collateral, or Temporary Cash Equivalents constituting Collateral or other Collateral, it will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, pledge and the Borrower will, and will cause each of its Restricted Subsidiaries to, grant deliver to the Administrative Agent, for the benefit of the Banks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 Collateral Agent for the benefit of the Banks required to be granted pursuant to Trustee and the Additional Security Documents equal and all taxesratable benefit of the Holders of the Secured Notes, fees the certificates, instruments and other charges payable documents representing such Issuer Loan Agreements and Issuer Notes, Issuer Loans and Temporary Cash Equivalents. (as well as duly executed instruments of transfer or assignment in connection therewith shall have been paid in full.
(b) The Borrower willblank), and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating grant to the Collateral covered by any Agent for the benefit of the Trustee and the equal and ratable benefit of the Holders of the Secured Notes pursuant to appropriate and necessary Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. FurthermoreAgreements, the Borrower shall cause to be delivered to the Administrative Agent a continuing first priority security interest in and Liens on such opinions of counselIssuer Loan Agreements and Issuer Notes, title insurance Issuer Loans and Temporary Cash Equivalents and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to time, all in form and substance reasonably satisfactory to the Administrative Agent.
Trustee. The Issuer shall also promptly (d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateralevent within five (5) Business Days after receipt thereof), subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after its compliance with the filing requirements of any such financing statementsapplicable law, deliver to the Administrative Collateral Agent acknowledgment copies ofany other documents of title, promissory notes, certificates or instruments representing Collateral which it holds. The Issuer further agrees that it will promptly (and in any event within 5 Business Days after such acquisition) deliver to the Collateral Agent and the Trustee an amendment, duly executed by the Issuer, in substantially the form of Schedule G hereto (an "Additional Collateral Amendment"), with respect to the additional Collateral that is to be pledged pursuant to this Agreement. The Issuer hereby authorizes the Collateral Agent and the Trustee to attach each Additional Collateral Amendment to this Agreement and agrees that any notes, instruments or other forms of Investment listed on any Additional Collateral Amendment delivered to the Collateral Agent or the Trustee shall for all purposes hereunder be considered Collateral. The Issuer will promptly (i) execute and deliver, cause to be executed and filed, or copies of lien search reports confirming use its best efforts to give any notices, in all appropriate jurisdictions (including foreign jurisdictions) or procure any financing statements, assignments, pledges or other documents, (ii) mark ▇▇▇ chattel paper constituting Collateral and deliver any certificates, chattel paper or instruments constituting Collateral to the filing ofCollateral Agent or the Trustee, financing statements duly filed under the UCC of (iii) execute and deliver or cause to be executed and delivered all jurisdictions assignments, instruments and other documents, and (iv) take any other actions, in each such case as may be necessary or, in the reasonable opinion of the Administrative AgentCollateral Agent or the Trustee, desirable to perfect or continue the Lien createdperfection and the priority of the Trustee's security interest and Liens in the Collateral, to protect the Collateral against the rights, claims, or purported interests of third Persons other than holders of Permitted Liens or intended to be created, by each Security Document.
(f) effect the purposes of this Agreement. The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries Issuer also hereby authorizes the Collateral Agent to use their best efforts, to obtain an executed Landlord Certification and Waiver file any financing or continuation statements with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, Collateral without the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement signature of the Administrative Agent, are not material Issuer to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waiversextent permitted by applicable law.
Appears in 1 contract
Sources: Senior Secured Note Security and Pledge Agreement (R&b Falcon Corp)
Additional Collateral; Further Assurances. (ai) PromptlySubject to applicable Requirements of Law, and in any event within 30 days (or such later period as the Administrative Agent may agree in its reasonable discretion) after the Borrower time that any Person becomes a Material Domestic Subsidiary of the Company as a result of the creation of such Subsidiary, the growth of such Subsidiary or any a Permitted Acquisition or otherwise, each Loan Party will cause such Material Domestic Subsidiary (other than a Material Domestic Subsidiary of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which the Company that is not covered Wholly Owned) to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the existing Security rights, benefits, duties, and obligations in such capacity under the Loan Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower ii) will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and will cause each of its Restricted Subsidiaries to, grant Liens to the Administrative Agent, for the benefit of the BanksAdministrative Agent and the other Secured Parties, security interests and mortgages in any property or assets of such Loan Party of the type which constitutes Collateral, in accordance with the requirements of the Collateral Documents, pursuant to joinder agreements to the applicable Collateral Documents in such asset or property, EXCEPT that, form reasonably deemed appropriate by the Administrative Agent and (iii) shall execute and deliver to the Administrative Agent legal opinions (consistent in scope and substance as such legal opinions delivered on the Effective Date) and related documents as the Administrative Agent may reasonably request with respect to such property and assets.
(ii) Subject to applicable Requirements of Law, within 30 days (or such later period as the Administrative Agent may agree in its reasonable discretion) after the time that any asset UK Subsidiary has tangible or intangible personal or real property acquired with a fair market value in excess of $2,500,000 (other than the Equity Interests described on Schedule 3.15) as a result of the creation of such Subsidiary, the growth of such Subsidiary or a Permitted Business AcquisitionAcquisition or otherwise, including any Restricted each Loan Party will cause such UK Subsidiary so acquired(other than a UK Subsidiary that is not Wholly Owned) to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such actions Person (i) shall be required to be performed on or before automatically become a Loan Guarantor hereunder and thereupon shall have all of the applicable Permitted Business Acquisition Closing Date rights, benefits, duties, and obligations in such capacity under the Loan Documents, (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS"ii) reasonably satisfactory in form and substance will grant Liens to the Administrative Agent, includingfor the benefit of the Administrative Agent and the other Secured Parties, without limitationin any property or assets of such Loan Party of the type which constitutes Collateral, and if in accordance with the requirements of the Collateral Documents, pursuant to joinder agreements to the applicable Collateral Documents in such form reasonably deemed desirable appropriate by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, Agent and (iii) shall constitute valid execute and enforceable perfected security interests superior to and prior deliver to the rights Administrative Agent legal opinions (consistent in scope and substance as such legal opinions delivered on the Effective Date) and related documents as the Administrative Agent may reasonably request with respect to such property and assets.
(b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of (x) each of its Domestic Subsidiaries and (y) each Initial Subsidiary Guarantor that is a Foreign Subsidiary and (ii) 65% 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 (other than any Initial Subsidiary Guarantor that is a Foreign Subsidiary) directly owned by Loan Party to be subject at all third Persons and subject times to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establisha first priority, perfect, preserve and protect the Liens perfected Lien in favor of the Administrative Agent for the benefit of the Banks required to be granted Administrative Agent and the other Secured Parties, pursuant Credit Agreement (Orthofix), Page 68 to the Additional Security terms and conditions of the Loan Documents and all taxes, fees and or other charges payable in connection therewith Collateral Documents as the Administrative Agent shall have been paid in fullreasonably request.
(bc) The Borrower Without limiting the foregoing, each Loan Party will, and will cause each of its Restricted Subsidiaries Subsidiary to, at its own expenseexecute and deliver, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered executed and delivered, to the Administrative Agent such opinions documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of counselfinancing statements, title insurance fixture filings and other related documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any applicable Requirement of Law in the U.S., England or Wales 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 at the expense of the Loan Parties (unless such action is excluded by the other terms of this Agreement and/or any of the Collateral Documents, as applicable).
(d) If any assets with a fair market value in excess of $2,500,000 are acquired by any Loan Party after the Effective Date (other than (x) assets constituting Collateral under any Collateral Document that become subject to the Lien under such Collateral Document upon acquisition thereof and (y) Excluded Assets), the Borrower Representative will (i) notify the Administrative Agent thereof, and, if reasonably 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 assure themselves that this Section 6.14 has been compiled with.
grant and perfect such Liens, including actions described in paragraph (c) At of this Section, all at the request expense of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to time, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative AgentLoan Parties.
(e) Following Notwithstanding anything to the Closing Datecontrary set forth herein or in any of the other Loan Documents, no Loan Party shall be required (i) to enter into any Collateral Document governed by the Borrower willlaws of a jurisdiction other than the U.S. and England and Wales, (ii) create any Lien in any jurisdiction other than the U.S., Curacao, and will cause each of its Restricted Subsidiaries to, perform England and Wales or (iii) perfect any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing Lien in any appropriate jurisdiction under other than the provisions of the UCCU.S., local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral England and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security DocumentWales.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) Promptly, and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the The Borrower will, and Anixter will and will cause each of its Restricted Subsidiaries to, grant to the Administrative Agentexecute and deliver, for the benefit of the Banks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full.
(b) The Borrower will, and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered executed and delivered, to the Administrative Agent such opinions documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of counsel, title insurance financing statements and other related documents and such other actions or deliveries of the type required by Section 5.01, as applicable), which may be requested required by any Requirement of Law or which the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateralmay, 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 AgentAgent and all at the expense of the Borrower.
(db) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly If any assets are acquired by the Borrower after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition hereofthereof), the Borrower will (i) notify the Administrative Agent and the Lenders thereof, and, if requested by the Administrative Agent or its Restricted Subsidiaries the Required Lenders, cause such assets to be subjected to a Lien securing the Secured Obligations and (ii) take, and cause each applicable Person to take, such actions as shall be necessary or is Collateral held reasonably requested by any newly acquired Restricted Subsidiary the Administrative Agent to grant and perfect such Liens, all at the sole expense of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(ec) Following the Closing DateAt any time during any Cash Dominion Trigger Period, the Administrative Agent may, or the Administrative Agent may direct the Borrower will, and will cause each of its Restricted Subsidiaries or the Servicer to, perform any and all acts and execute any and all documents (including, without limitation, notify the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions Obligors of the UCCReceivables, local law or any statuteat the Borrower’s expense, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor the security interests of the Administrative Agent for the ratable benefit (on behalf of the Banks a valid Lenders) under this Agreement and perfected Lien on the Collateral and may also direct that payments of all amounts due or that become due under any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver or all Receivables be made directly to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Document.
(f) its designee. The Borrower shall use its best efforts and shall cause each or the Servicer (as applicable) shall, at any Lender’s request, withhold the identity of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, Lender in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain any such Landlord Certification and Waiversnotification.
Appears in 1 contract
Sources: Receivables Facility Credit Agreement (Anixter International Inc)
Additional Collateral; Further Assurances. (a) PromptlySubject to applicable law, each Loan Party will cause each Restricted Subsidiary that is formed or acquired after the date of this Agreement (and is not an Excluded Subsidiary), that becomes a Restricted Subsidiary after the date hereof (and is not an Excluded Subsidiary) or that ceases to be an Excluded Subsidiary after the date hereof in accordance with the terms of this Agreement within sixty (60) days (in each case, as such time may be extended in the Administrative Agent’s sole discretion) to become a Guarantor pursuant to a Joinder Agreement and take all such further actions (including 92 12572717
(b) The Loan Parties will execute any and all further documents, agreements and instruments, and take all such further actions (including authorizing the filing and recording of financing statements, fixture filings, and other documents) which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request, to cause the Collateral and Guaranty Requirement to be and remain satisfied at all times.
(c) Upon the acquisition by any of the Loan Parties or any of their Subsidiaries after the date hereof of any interest in any Material Real Property, such Loan Party or Subsidiary, as applicable, shall immediately so notify the Administrative Agent, setting forth with specificity a description of the interest acquired, the location of the Material Real Property, any structures or improvements thereon and either an appraisal or such Loan Party's or Subsidiary's good-faith estimate of the current value of such Material Real Property. The Administrative Agent shall notify such Loan Party or Subsidiary, as applicable, whether it intends to require a Mortgage (and any other Real Property Deliverables) with respect to such Material Real Property. Upon receipt of such notice requesting a Mortgage (and any other Real Property Deliverables) such Loan Party or Subsidiary, as applicable, shall promptly and in any event within 30 sixty (60) days after the Borrower acquisition of such Material Real Property (or any such later time as the Administrative Agent may agree in its sole discretion), deliver one or more Mortgages creating a perfected, first priority Lien (in terms of its Restricted Subsidiaries acquires any asset or propertypriority, including any subject only to Permitted Specified Liens) on such Material Real Property and such other Real Property Deliverables as may be required by the Administrative Agent with respect to such Material Real Property, which is not covered by the existing Security Documents. The Borrowers shall pay all fees and expenses, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guarantyreasonable attorneys' fees and expenses, and the Borrower willall title insurance charges and premiums, and will cause each of its Restricted Subsidiaries to, grant to the Administrative Agent, for the benefit of the Banks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full.
(b) The Borrower will, and will cause with each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent such opinions of counsel, title insurance and other related documents as may be requested by the Administrative Agent to assure themselves that Loan Party's obligations under this Section 6.14 has been compiled with5.14(c).
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to time, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Document.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) Promptly, and in any event within 30 days after Subject to the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL")Limited Conditionality Provision, the Borrower will cause any newly acquired Restricted and each Subsidiary to execute that is a Subsidiary Guaranty, and the Borrower will, and will Loan Party shall cause each of its Restricted Material Domestic Subsidiaries toformed or acquired after the Effective Date in accordance with the terms of this Agreement to become a Loan Party by executing the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”) within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) of such formation, or acquisition, such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to 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 applicable “know your customer” rules and regulations, including the 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 BanksSecured Parties, security interests in any property of such Loan Party which constitutes Collateral.
(b) Without limiting the generality of the foregoing, subject to the Limited Conditionality Provision, the Borrower and mortgages each Domestic Subsidiary that is a Loan Party (i) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests (other than any Excluded Assets) in such asset each Domestic Subsidiary and First Tier Foreign Subsidiary directly owned by the Borrower or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Domestic Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented subject at all times to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agenta first priority, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 Lien in favor of the Administrative Agent for the benefit of the Banks Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other security documents as the Administrative Agent shall reasonably request and (ii) will deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by each such Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, the parties hereto acknowledge and agree that (i) no such Mortgages and Mortgage Instruments are required to be granted delivered hereunder until the date that is ninety (90) days after the Effective Date (or, if acquired after the Effective Date, the date that is ninety (90) days after the date the Material Real Property is acquired) or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, (ii) no pledge agreement in respect of the pledge of Equity Interests of a First Tier Foreign 85 Subsidiary shall be required until the date that is ninety (90) days after the Effective Date (or, if acquired after the Effective Date, the date that is ninety (90) days after the date such Equity Interests are acquired) or such later date as is agreed to by the Administrative Agent in its reasonable discretion and (iii) no pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to the Additional Security Documents legally valid, binding and all taxes, fees and other charges payable in connection therewith shall have been paid in fullenforceable pledge agreements.
(bc) The Borrower [Intentionally Omitted.]
(d) Without limiting the foregoing, each Loan Party will, and will cause each of its Restricted Subsidiaries Subsidiary to, at its own expenseexecute and deliver, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered executed and delivered, to the Administrative Agent such opinions documents, agreements and instruments (including, without limitation, deposit account control agreements and securities account control agreements), and will take or cause to be taken such further actions (including the filing and recording of counsel, title insurance financing statements and other related documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be requested required by law or which the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateralmay, 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, subject to the Limited Conditionality Provision (and other exceptions set forth in this Agreement or the Collateral Documents), all in form and substance reasonably satisfactory to the Administrative AgentAgent and all at the expense of the Loan Parties.
(de) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly If any material assets are acquired by the Borrower or its Restricted Subsidiaries any Subsidiary that is a Loan Party after the Effective Date (other than (i) Excluded Assets, (ii) real property that does not constitute Material Real Property or is Collateral held by any newly acquired Restricted Subsidiary (iii) assets of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to type constituting Collateral under any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect Document that either become subject to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm Lien in favor of the Administrative Agent for upon acquisition thereof or with respect to which no notice or further action would be required to create or perfect the ratable benefit of Administrative Agent’s Lien in such assets), the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to will notify the Administrative Agent acknowledgment copies ofand the Lenders thereof, and, if requested by the Administrative Agent or copies of lien search reports confirming the filing ofRequired Lenders, financing statements duly filed under the UCC of all jurisdictions Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the Subsidiary Loan Parties to take, such actions as may shall be necessary oror reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (d) of this Section, all at the reasonable opinion expense of the Administrative AgentLoan Parties, desirable subject, however, to perfect the Lien created, or purported or intended to be created, by each Security DocumentLimited Conditionality Provision.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best effortsIf, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party at any time after the Closing Date; PROVIDED thatEffective Date any Domestic Subsidiary of the Borrower that is not a Loan Party shall become party to a guaranty of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on any assets to secure, the ABL Obligations, any Subordinated Indebtedness or any other Material Indebtedness of a Loan Party, the Borrower shall not promptly notify the Administrative Agent thereof and, within thirty (30) days thereof (or such later date as may be required agreed upon by the Administrative Agent) cause such Subsidiary to take actions either (i) comply with this Section 5.14 (but without giving effect to the 30-day grace periods provided therein) or incur costs which are commercially unreasonable with respect to (ii) terminate such leases of Real Property whichguaranty and/or Lien, as applicable, in each case, to the reasonable judgement satisfaction of the Administrative Agent. 86
(g) Notwithstanding the foregoing, are not material the parties hereto acknowledge and agree that, (i) in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any Equity Interest or other asset that constitutes Collateral is excessive in relation to the business benefit afforded to the Secured Parties thereby, the Administrative Agent may exclude such Collateral from the creation and perfection requirements set forth in this Agreement and the other Loan Documents and (ii) the Administrative Agent may grant extensions of time for the Borrower and its Restricted Subsidiaries taken as a whole, creation or perfection of Liens in order to obtain particular property (including extensions of time beyond the Effective Date) where it determines that such Landlord Certification and Waiverscreation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) PromptlyWithin sixty (60) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after any wholly-owned Subsidiary qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”, the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary to deliver to the Administrative Agent a Joinder Agreement and a joinder to the Security Agreement (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions hereof and thereof, such delivery to be accompanied by requisite resolutions, other organizational documentation and legal opinions as may be reasonably requested by, and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL")form and substance reasonably satisfactory to, the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, Administrative Agent and the Borrower will, and will cause each of its Restricted Subsidiaries to, grant counsel. Notwithstanding anything to the Administrative Agentcontrary in any Loan Document, for the benefit of the Banks, security interests and mortgages in such asset (i) no Excluded Domestic Subsidiary or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Excluded Foreign Subsidiary so acquired, such actions shall be required to be performed on a Loan Party and (ii) no Collateral constituting fee-owned real property located in the State of New York shall secure any Commitments, Revolving Loans or before Revolving Exposure.
(b) Subject the terms, limitations and exceptions set forth in the applicable Permitted Business Acquisition Closing Date Collateral Documents and this Section 5.14(b), each Loan Party will cause all of its owned property (except as otherwise assented whether real, personal, tangible, intangible, or mixed but excluding Excluded Assets and any real property that is not Material Real Property) to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant subject at all times to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents on a first priority basis, subject in any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, and subject to the terms, limitations and exceptions set forth in the applicable Collateral Documents, the Company (i) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by the Company or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request and (ii) will deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Company or such Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding anything to the contrary in this Section 5.14, (i) no such Mortgage or Mortgage Instruments are required to be granted delivered hereunder until the date that is ninety (90) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after (A) the Effective Date, with respect to Material Real Property owned by the Company or any other Loan Party on the Effective Date or (B) the date of acquisition thereof, with respect to Material Real Property acquired by the Company or any other Loan Party after the Effective Date and (ii) no foreign pledge documentation in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a Material Foreign Subsidiary shall be required hereunder (A) until the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements, and (C) to the Additional Security Documents and all taxes, fees and other charges payable extent the Company reasonably determines in connection therewith shall have been paid its good faith judgment that such pledge would result in fulla material adverse tax consequence to the Company or any Subsidiary.
(c) If, at any time after the Effective Date any Subsidiary of the Company that is not a Loan Party shall become party to a guaranty of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on any assets to secure, the Term LoanLoans/Notes Obligations, any Subordinated Indebtedness or any other Material Indebtedness of a Loan Party, the Company shall promptly notify the Administrative Agent thereof and, within ten (10) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) and (b) The Borrower (but without giving effect to the 30-day grace periods provided therein).
(d) Without limiting the foregoing, each Loan Party will, and will cause each of its Restricted Subsidiaries Subsidiary to, at its own expenseexecute and deliver, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered executed and delivered, to the Administrative Agent such opinions documents, agreements and instruments, and take or cause to be taken such further actions (including the filing and recording of counselfinancing statements, title insurance fixture filings, mortgages, deeds of trust and other related 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, subject to the terms, limitations, and exceptions set forth herein or in any Collateral Document, all at the expense of the Loan Parties, in each case to the extent required by, and subject to the limitations and exceptions of, this Agreement and the other Loan Documents.
(e) If any material assets (other than Excluded Assets or other assets not required to be Collateral) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the applicable Collateral Documents that become subject to the Lien granted by the Loan Parties in favor of the Administrative Agent in support of all of the Secured Obligations upon acquisition thereof), the Borrower Representative will promptly (i) notify the Administrative Agent 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 such actions as shall be necessary or reasonably requested by the Administrative Agent to assure themselves that grant and perfect such Liens, subject to clause (f) of this Section 6.14 has been compiled with.
(c) At Section, all at the request expense of the Administrative Agent or the Required BanksLoan Parties, the Borrower shall provide subject, however, to the Administrative Agent appraisals satisfying applicable requirements of FIRREA terms, limitations and exceptions set forth herein or in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to time, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such any Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such CollateralDocument; PROVIDED provided that with respect to any Collateral Material Real Property acquired by the Company or any other Loan Party after the Effective Date (including in connection with a Permitted Business Acquisition), each action required by this Section 6.14 with respect which property would not be automatically subject to such any other Lien pursuant to an existing Collateral (including property ofDocument, no Mortgage or Capital Stock of, any newly acquired Restricted Subsidiary) Mortgage Instrument shall be taken no required to be delivered hereunder prior to the date that is one hundred twenty (120) days after the acquisition thereof as determined by the Borrower Representative (acting reasonably in good faith) (or such later than the closing of such Permitted Business Acquisition, unless otherwise consented to date as may be agreed upon by the Administrative Agent.
(e) Following the Closing Date, the Borrower will, and will cause each of Agent in its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Documentdiscretion).
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after Notwithstanding the Closing Date; PROVIDED thatforegoing, the Borrower shall parties hereto acknowledge and agree that (i) in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any asset that constitutes Collateral is excessive in relation to the benefit afforded to the Secured Parties thereby, the Administrative Agent may exclude such Collateral from the creation and perfection requirements set forth in this Agreement and the other Loan Documents and (ii) the Administrative Agent may grant extensions of time for the creation or perfection of Liens in particular property (including extensions of time beyond the Effective Date) where it determines that such creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required to take actions by this Agreement or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waiversany other Loan Document.
Appears in 1 contract
Additional Collateral; Further Assurances. (ai) PromptlyWith respect to any Property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Obligor (other than any property described in paragraph (ii) or (iii) below) as to which the Lender does not have a perfected Lien, promptly (and in any event within 30 days after five (5) Business Days, or such longer period as the Borrower Lender may agree)
(i) execute and deliver to the Lender such amendments or any of its Restricted Subsidiaries acquires any asset supplements to the Security Agreement or such other Security Documents as the Lender reasonably deems necessary or advisable to grant to the Lender a security interest in such property and (ii) take all actions necessary or advisable to grant to the Lender a perfected first priority Lien 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 Lender.
(ii) With respect to any fee interest in any Real PropertyEstate acquired after the Closing Date by any Obligor, within 30 days of such acquisition (i) execute and deliver a first priority Mortgage in favor of the Lender, covering such Real Estate, (ii) if reasonably requested by the Lender, provide the Lender with the Related Real Estate Documents and (iii) if reasonably requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guarantyopinions shall be in form and substance, and from counsel, reasonably satisfactory to the Borrower willLender.
(iii) With respect to any new Subsidiary created or acquired after the Closing Date by any Obligor, within 10 days of such creation or acquisition (i) execute and will cause each of its Restricted Subsidiaries to, deliver to the Lender such amendments to the Security Agreement and Guaranty Agreement as the Lender reasonably deems necessary or advisable to grant to the Administrative AgentLender a perfected first priority Lien in Equity Interests of such new Subsidiary that is owned by any Obligors, for (ii) deliver to the benefit Lender such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Equity Interest, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Banksrelevant Obligor and (iii) cause such new Subsidiary (a) to become a party to the Security Agreement and a Guaranty Agreement, security interests and mortgages (b) to take such actions necessary or advisable to grant to the Lender a perfected first priority Lien in such asset or property, EXCEPT thatthe Collateral described in the Security Agreement, with respect to any asset such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or property acquired by law or as may be requested by the Lender and (c) to deliver to the Lender a certificate of such Subsidiary, in a Permitted Business Acquisitionform reasonably satisfactory to the Lender, including any Restricted Subsidiary so acquiredwith appropriate resolutions, incumbency and such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date Subsidiary’s Governing Documents.
(except as otherwise assented to iv) If reasonably requested by the Administrative Agent). Such security interests Lender, each Obligor shall use commercially reasonable efforts (which shall not require any Obligor to agree to any modification to any lease or to payment of any fees other than the landlord’s legal or out-of- pocket costs in connection with negotiating the landlord’s agreement or bailee letter) to obtain 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 with a book value in excess of $50,000 is stored or located in the United States, 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 mortgages shall otherwise be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in fullLender.
(bv) The Borrower will, and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver Subject to the Administrative Agent from time to time such voucherslimitations on perfection set forth herein and in the other Loan Documents, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or execute any further instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents action as the Administrative Agent may Lender reasonably require. Furthermoredeems necessary to perfect, protect, ensure the Borrower shall cause to be delivered to priority of or continue the Administrative Agent such opinions of counsel, title insurance and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to time, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lender’s first priority Lien on the Collateral and any Additional Collateral, subject or to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after effect the filing purposes of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Documentthis Agreement.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.
Appears in 1 contract
Sources: Senior Secured Credit Agreement
Additional Collateral; Further Assurances. Until all the Liabilities are paid in full:
(a) PromptlySubject to applicable requirements of law, and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and each Note Party will cause each of its Restricted Subsidiaries to(other than any Immaterial Subsidiary or Excluded Subsidiary, grant to other than as set forth in clauses (f) or (g), as applicable) formed or acquired after the Administrative Agent, for Closing Date within sixty (60) days (or such longer period approved by the benefit Collateral Agent (at the direction of the BanksRequired Purchasers) in writing) after such formation or acquisition to become a Note Party by executing a joinder agreement (or such other documents performing similar functions as may be required by the Collateral Agent (at the direction of the Required Purchasers)); provided, security interests that the Subsidiary is not a Sanctioned Person and mortgages in such asset Subsidiary becoming a Note Party shall not cause a violation of Sanctions by any Person (including KLIM). In connection therewith, the Collateral Agent and the Purchasers shall have received all documentation and other information regarding such newly formed or property, EXCEPT that, acquired Subsidiaries as may be reasonably requested by KLIM or the Collateral Agent with respect to any asset or property acquired in a Permitted Business Acquisition“know your customer” and Anti-Money Laundering Laws and Sanctions, including any Restricted Subsidiary so acquiredthe PATRIOT Act (including a completed OFAC questionnaire and, such actions shall be required if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulations, a Beneficial Ownership Certification with respect to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative AgentCompany). Such security interests Upon execution and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form delivery thereof, and substance upon execution and delivery of a joinder agreement to the Administrative AgentSubsidiary Guarantee, includingeach such Person (i) shall automatically become a Subsidiary Guarantor hereunder and thereupon shall have all of the rights, without limitationbenefits, duties, and if deemed desirable by obligations in such capacity under the Administrative Agent, opinions of local counsel Transaction Documents and (ii) will grant Liens to secure the Notes in any jurisdictions in property of such Note Party which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in fullconstitutes Collateral.
(b) The Borrower willEach Note Party will execute and deliver, or cause to be executed and delivered, to the Collateral Agent and the Purchasers such documents, agreements and instruments, and will take or cause each to be taken such further actions (including the delivery of its Restricted Subsidiaries tolegal opinions, filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by the Transaction Documents, as applicable), which may be required by any requirement of law or which the Collateral Agent (at its own expensethe direction of the Required Purchasers) may, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such voucherstime, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers reasonably request to carry out the terms and conditions of attorney, certificates, real property surveys, reports this Agreement and the other assurances or instruments Transaction Documents and take such further steps relating to the Collateral covered by any ensure perfection and priority of the Security Documents Liens created or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause intended to be delivered to created by and in accordance with the Administrative Agent such opinions Security Agreement, all at the expense of counsel, title insurance and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled withNote Parties.
(c) At With respect to all owned Real Estate Assets with a fee interest in real estate with a fair market value greater than $5,000,000 owned by a Note Party that is acquired after the request Closing Date, the applicable Note Party shall within ninety (90) days thereafter (or such later date as approved by the Collateral Agent (at the direction of the Administrative Agent or the Required BanksPurchasers), the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect deliver each of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to timefollowing, in form and substance reasonably satisfactory to the Administrative Collateral Agent and the Required Purchasers:
(i) a mortgage on such property;
(ii) evidence that a counterpart of the mortgage has been recorded in the place necessary, in the Collateral Agent’s (at the direction of the Required Purchasers) reasonable judgment, to create a valid and enforceable Lien in favor of the Collateral Agent;
(iii) ALTA or other mortgagee’s title policy;
(iv) an ALTA survey prepared and certified to the Collateral Agent by a surveyor reasonably acceptable to the Collateral Agent (at the direction of the Required Purchasers);
(v) an opinion of counsel in the state in which such Real Estate Asset is located in form and substance and from counsel reasonably satisfactory to the Collateral Agent and the Required Purchasers;
(vi) if any such parcel of Real Estate Asset is determined by the Purchasers to be in a flood zone, a flood notification form signed by the Company and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Required Purchasers; and
(vii) such other information, documentation, and certifications as may be reasonably required by the Collateral Agent (at the direction of the Required Purchasers).
(d) The Borrower agrees If any material assets are acquired by any Note Party after the Closing Date (other than assets constituting Collateral under the Security Agreement that become subject to the Liens under the Security Agreement upon acquisition thereof), the Company will (i) notify each action required Purchaser and the Collateral Agent, and, if requested by this Section 6.14 the Collateral Agent (at the direction of the Required Purchasers), cause such assets to be subjected to a Lien securing the Obligations and (ii) take, and cause each applicable Note Party to take, such actions as shall be completed as soon as possible, but if such Collateral has been newly acquired necessary or reasonably requested by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary Agent (at the direction of the BorrowerRequired Purchasers) to grant and perfect such Liens created by and in accordance with the Security Agreement, in no event later than 30 days after all at the date expense of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative AgentNote Parties.
(e) Following the Closing DateThe Note Parties shall, the Borrower willfrom time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and will cause each take such actions, as the Collateral Agent and/or the Required Purchasers may reasonably request for the purposes of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment implementing or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under effectuating the provisions of this Agreement and the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Documentother Transaction Documents.
(f) The Borrower In the event that any Immaterial Subsidiary later ceases to be an Immaterial Subsidiary, or in the event that Subsidiaries designated as Immaterial Subsidiaries at any time, in the aggregate, either (i) own or hold assets, when combined with the assets of all other Immaterial Subsidiaries that are not Note Parties, exceeding five percent (5.0%) of the consolidated total assets of the Company and its Subsidiaries or (ii) account for revenue, when combined with the revenue of all other Immaterial Subsidiaries that are not Note Parties, exceeding ten percent (10.0%) of the revenue of the Company and its Subsidiaries, in either case, as of the end of or for the fiscal quarter most recently ended for which financial statements have been, or are required to have been, disclosed in the SEC Reports and pursuant to Section 4.14, such Subsidiary shall use its best efforts no longer be an Immaterial Subsidiary and Company shall comply, or shall cause each of its Restricted Subsidiaries to use their best effortscomply, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable Section 4.18 with respect to such leases of Real Property whichSubsidiary such that, after such designation and compliance, the Subsidiaries designated by the Company as Immaterial Subsidiaries, in the reasonable judgement aggregate (i) do not hold assets, when combined with the assets of all other Immaterial Subsidiaries that are not Note Parties, in excess of five percent (5.0%) of the Administrative Agentconsolidated total assets of the Company and its Subsidiaries and (ii) do not account for revenue, when combined with the revenue of all other Immaterial Subsidiaries that are not material Note Parties, in excess of ten percent (10.0%) of the revenue of the Company and its Subsidiaries, in each case, as of the end of or for the fiscal quarter most recently ended for which financial statements have been, or are required to have been, disclosed in the SEC Reports and pursuant to Section 4.14.
(g) In the event that an Excluded Subsidiary becomes a wholly-owned Subsidiary and at any time thereafter is not an Immaterial Subsidiary, the Company shall cause such Excluded Subsidiary to become party to the business of the Borrower Security Agreement and its Restricted Subsidiaries taken as a whole, in order otherwise comply with this Section 4.18 with respect to obtain such Landlord Certification and Waiversthereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Douglas Elliman Inc.)
Additional Collateral; Further Assurances. a. Subject to the Limited Conditionality Provision, within sixty (a60) Promptlydays (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after any wholly-owned Subsidiary qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”, the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary to deliver to the Administrative Agent a Joinder Agreement and a joinder to the Security Agreement (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions hereof and thereof, such delivery to be accompanied by requisite resolutions, other organizational documentation and legal opinions as may be reasonably requested by, and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL")form and substance reasonably satisfactory to, the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, Administrative Agent and the Borrower will, and will cause each of its Restricted Subsidiaries to, grant counsel. Notwithstanding anything to the Administrative Agentcontrary in any Loan Document, for the benefit of the Banks, security interests and mortgages in such asset (i) no Excluded Domestic Subsidiary or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Excluded Foreign Subsidiary so acquired, such actions shall be required to be performed on a Loan Party and (ii) no Collateral constituting fee-owned real property located in the State of New York shall secure any Commitments, Revolving Loans or before Revolving Exposure.
b. Subject to the Limited Conditionality Provision and the terms, limitations and exceptions set forth in the applicable Permitted Business Acquisition Closing Date Collateral Documents and this Section 5.14(b), each Loan Party will cause all of its owned property (except as otherwise assented whether real, personal, tangible, intangible, or mixed but excluding Excluded Assets and any real property that is not Material Real Property) to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant subject at all times to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents on a first priority basis, subject in any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, and subject to the Limited Conditionality Provision and the terms, limitations and exceptions set forth in the applicable Collateral Documents, the Company (i) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by the Company or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request and (ii) will deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Company or such Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgage or Mortgage Instruments are required to be granted delivered hereunder until the date that is ninety (90) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after (A) the Effective Date, with respect to Material Real Property owned by the Company or any other Loan Party on the Effective Date (after giving effect to the Grand Design Acquisition) or (B) the date of acquisition thereof, with respect to Material Real Property acquired by the Company or any other Loan Party after the Effective Date and (iii) no foreign pledge documentation in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a Material Foreign Subsidiary shall be required hereunder (A) until the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements, and (C) to the Additional Security Documents and all taxes, fees and other charges payable extent the Company reasonably determines in connection therewith shall have been paid its good faith judgment that such pledge would result in fulla material adverse tax consequence to the Company or any Subsidiary.
c. If, at any time after the Effective Date any Subsidiary of the Company that is not a Loan Party shall become party to a guaranty of, or grant a Lien on any ▇▇▇▇▇▇ ▇▇ ▇▇cure, the Term Loan Obligations, any Subordinated Indebtedness or any other Material Indebtedness of a Loan Party, the Company shall promptly notify the Administrative Agent thereof and, within ten (10) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) and (b) The Borrower (but without giving effect to the 30-day grace periods provided therein).
d. Without limiting the foregoing, each Loan Party will, and will cause each of its Restricted Subsidiaries Subsidiary to, at its own expenseexecute and deliver, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered executed and delivered, to the Administrative Agent such opinions documents, agreements and instruments, and take or cause to be taken such further actions (including the filing and recording of counselfinancing statements, title insurance fixture filings, mortgages, deeds of trust and other related 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, subject to the Limited Conditionality Provision and the terms, limitations, and exceptions set forth herein or in any Collateral Document, all at the expense of the Loan Parties, in each case to the extent required by, and subject to the limitations and exceptions of, this Agreement and the other Loan Documents.
e. If any material assets (other than Excluded Assets or other assets not required to be Collateral) are acquired by any Loan Party after the Effective Date (other than assets constituting Collateral under the applicable Collateral Documents that become subject to the Lien granted by the Loan Parties in favor of the Administrative Agent in support of all of the Secured Obligations upon acquisition thereof), the Borrower Representative will promptly (i) notify the Administrative Agent 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 such actions as shall be necessary or reasonably requested by the Administrative Agent to assure themselves that grant and perfect such Liens, including actions described in clause (g) of this Section 6.14 has been compiled with.
(c) At Section, all at the request expense of the Administrative Agent or the Required BanksLoan Parties, the Borrower shall provide subject, however, to the Administrative Agent appraisals satisfying applicable requirements of FIRREA Limited Conditionality Provision and the terms, limitations and exceptions set forth herein or in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to time, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such any Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such CollateralDocument; PROVIDED provided that with respect to any Material Real Property acquired by the Company or any other Loan Party after the Effective Date, which property would not be automatically subject to another Lien pursuant to an existing Collateral acquired in a Permitted Business AcquisitionDocument, each action required by this Section 6.14 with respect to such Collateral (including property of, no Mortgage or Capital Stock of, any newly acquired Restricted Subsidiary) Mortgage Instrument shall be taken no required to be delivered hereunder prior to the date that is ninety (90) days after the acquisition thereof as determined by the Borrower Representative (acting reasonably in good faith) (or such later than the closing of such Permitted Business Acquisition, unless otherwise consented to date as may be agreed upon by the Administrative AgentAgent in its reasonable discretion).
f. Within thirty (e30) Following days following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents Effective Date (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of such later date as the Administrative Agent for agrees to in its sole discretion), the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, Loan Parties shall deliver to the Administrative Agent acknowledgment copies of, or copies certificates of lien search reports confirming insurance listing the filing of, financing statements duly filed under Administrative Agent as (x) lender loss payee for the UCC of all jurisdictions as may be necessary or, in the reasonable opinion property casualty insurance policies of the Administrative AgentLoan Parties, desirable to perfect the Lien createdtogether with long-form lender loss payable endorsements, or purported or intended to be created, by each Security Document.
as appropriate and (fy) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver additional insured with respect to each lease the liability insurance of Real Property entered into by Credit Party after the Closing Date; PROVIDED thatLoan Parties, together with additional insured endorsements. Notwithstanding anything to the Borrower contrary herein or in any Loan Documents, such certificates of insurance and endorsements shall not be required to take actions be delivered until the date that is thirty (30) days following the Effective Date (or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of later date as the Administrative AgentAgent agrees to in its sole discretion).
g. Notwithstanding the foregoing, are not material the parties hereto acknowledge and agree that (i) in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any asset that constitutes Collateral is excessive in relation to the business benefit afforded to the Secured Parties thereby, the Administrative Agent may exclude such Collateral from the creation and perfection requirements set forth in this Agreement and the other Loan Documents and (ii) the Administrative Agent may grant extensions of time for the Borrower and its Restricted Subsidiaries taken as a whole, creation or perfection of Liens in order to obtain particular property (including extensions of time beyond the Effective Date) where it determines that such Landlord Certification and Waiverscreation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) Promptly, and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower The Borrowers will, and will cause each Domestic Subsidiary to, execute any documents, UCC or PPSA filing statements, agreements and instruments, and take all further action (including filing Mortgages) that may be required under applicable law, or that the Administrative Agent or the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the Liens created or intended to be created by the Loan Documents. Each Borrower will cause any subsequently acquired or organized Domestic Subsidiary to execute a supplement (in form and substance satisfactory to the Administrative Agent) to the Subsidiary Guaranty and each other applicable Loan Document in favor of the Secured Parties. Each Borrower will cause its Foreign Subsidiaries to execute and deliver any documents reasonably necessary to perfect the pledge of its Restricted Equity Interests (subject to the limitations set forth below) under the laws of such subsidiaries jurisdiction of organization. In addition, from time to time, the Borrowers will, at their cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected Liens with respect to such of their and their Domestic Subsidiaries’ assets and properties as the Administrative Agent or the Required Lenders shall designate, it being agreed that it is the intent of the parties that the Obligations shall be secured by, among other things, substantially all the assets of the Borrowers and their Domestic Subsidiaries to(including real and personal property acquired subsequent to the Effective Date); provided that, grant notwithstanding anything to the contrary contained in any Loan Document, First Lien Term Loan Document or Second Lien Term Loan Document, neither the Borrowers nor their subsidiaries shall be required to pledge more than 65% of the voting Equity Interests (representing not greater than 65% of the total combined voting power of all classes of Equity Interests entitled to vote) of a Foreign Subsidiary, provided, further, that none of the Borrowers or their subsidiaries shall be required to pledge (or cause to be pledged) Equity Interests of a Foreign Subsidiary to the extent such Equity Interests of such Foreign Subsidiary are held by another Foreign Subsidiary. Such Liens will be created under the Loan Documents in form and substance satisfactory to the Administrative Agent, for and the benefit of the Banks, security interests and mortgages in such asset Borrowers shall deliver or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full.
(b) The Borrower will, and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent all such opinions of counselinstruments and documents (including legal opinions, title insurance policies and other related documents lien searches) as may be requested by the Administrative Agent shall reasonably request to assure themselves evidence compliance with this Section.
(b) The Borrowers will cause any Equity Interests, Specified Real Property (or, with respect to any such lease of Specified Leasehold Property, will use commercially reasonable efforts to) or other assets that this Section 6.14 has been compiled withare subject to a first priority, perfected Lien in favor of the First Lien Term Loan Lenders (or the administrative agent on behalf of such First Lien Term Loan Lenders) under the First Lien Term Loan Documents and a second priority, perfected Lien in favor of the Second Lien Term Loan Lenders for the Administrative Agent on behalf of such Second Lien Term Loan Lenders under the Second Lien Term Loan Documents to be subject at all times to a perfected Lien in favor of the Administrative Agent pursuant to the terms and conditions of the Loan Documents, and shall deliver such other security documents in connection therewith as the Administrative Agent shall reasonably (taking into account the costs of delivery of such security documents and the benefits provided by such security documents) request.
(c) At Without limiting the request of foregoing, the Borrowers will execute and deliver, or cause to be executed and delivered, to the Administrative Agent or the Required BanksCollateral Agent such documents and agreements, the Borrower shall provide and will take or cause to be taken such actions as the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of or the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting CollateralCollateral Agent may, from time to time, in form reasonably request to carry out the terms and substance reasonably satisfactory conditions of this Agreement and the other Loan Documents, including but not limited to all items of the Administrative Agenttype required by Section 4.01 (as applicable).
(d) The Borrower agrees that each action Notwithstanding anything else set forth herein, the Borrowers will not be required by this Section 6.14 shall to deliver the following items on the Effective Date and will be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in required instead to deliver them no event later than 30 days after the date of the acquisition of Effective Date (or such Collateral; PROVIDED that with respect later dates from time to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise time as consented to by the Administrative Agent.Agent in its reasonable discretion):
(ei) Following any documents required under German law to create and perfect the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor security interest of the Administrative Agent for the ratable benefit in 65% of the Banks Equity Interests of any Subsidiary of any Borrower organized under the laws of Germany;
(ii) a valid Mortgage and perfected Lien all other documents and instruments required to be delivered in connection with the Mortgages delivered on the Collateral and any Additional Collateral, subject Effective Date with respect to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after all real estate acquired by the filing of any such financing statements, deliver Borrowers pursuant to the Administrative Agent acknowledgment copies ofIBR Plasma Asset Acquisition; and
(iii) PPSA filing statements with respect to the Borrowers’ assets located in Canada, or copies together with opinions of lien search reports confirming local counsel opining to the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion perfection of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Document’s security interest in such Collateral.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.
Appears in 1 contract
Sources: Revolving Credit Agreement (Talecris Biotherapeutics Holdings Corp.)
Additional Collateral; Further Assurances. (a) PromptlyWithin sixty (60) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after any wholly-owned Subsidiary qualifies as a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”, the Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary to deliver to the Administrative Agent a Joinder Agreement and a joinder to the Security Agreement (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions hereof and thereof, such delivery to be accompanied by requisite resolutions, other organizational documentation and legal opinions as may be reasonably requested by, and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL")form and substance reasonably satisfactory to, the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, Administrative Agent and the Borrower will, and will cause each of its Restricted Subsidiaries to, grant counsel. Notwithstanding anything to the Administrative Agentcontrary in any Loan Document, for the benefit of the Banks, security interests and mortgages in such asset (i) no Excluded Domestic Subsidiary or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Excluded Foreign Subsidiary so acquired, such actions shall be required to be performed on a Loan Party and (ii) no Collateral constituting fee-owned real property located in the State of New York shall secure any Commitments, Revolving Loans or before Revolving Exposure.
(b) Subject the terms, limitations and exceptions set forth in the applicable Permitted Business Acquisition Closing Date Collateral Documents and this Section 5.14(b), each Loan Party will cause all of its owned property (except as otherwise assented whether real, personal, tangible, intangible, or mixed but excluding Excluded Assets and any real property that is not Material Real Property) to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant subject at all times to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents on a first priority basis, subject in any case to Liens permitted by Section 6.
02. Without limiting the generality of the foregoing, and subject to the terms, limitations and exceptions set forth in the applicable Collateral Documents, the Company (i) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by the Company or any other Loan Party (other than Excluded Assets) to be granted pursuant subject at all times to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in full.
a first priority perfected (b) The Borrower will, and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent such opinions of counsel, title insurance and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to time, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing subject in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order case to maintain or confirm Liens permitted by Section 6.02) Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request and (ii) will deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Company or such Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding anything to the contrary in this Section 5.14, (i) no such Mortgage or Mortgage Instruments are required to be delivered hereunder until the date that is ninety (90) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after (A) the Effective Date, with respect to Material Real Property owned by the Company or any other Loan Party on the Effective Date or (B) the date of acquisition thereof, with respect to Material Real Property acquired by the Company or any other Loan Party after the Effective Date and (ii) no foreign pledge documentation in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a Material Foreign Subsidiary shall be required hereunder (A) until the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the ratable benefit of the Banks a valid Secured Parties pursuant to legally valid, binding and perfected Lien on the Collateral enforceable pledge agreements, and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver (C) to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming extent the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, Company reasonably determines in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Document.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to good faith judgment that such leases of Real Property which, pledge would result in the reasonable judgement of the Administrative Agent, are not a material adverse tax consequence to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and WaiversCompany or any Subsidiary.
Appears in 1 contract
Additional Collateral; Further Assurances. Until all the Liabilities are paid in full:
(a) PromptlySubject to applicable requirements of law, and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and each Note Party will cause each of its Restricted Subsidiaries to(other than any Immaterial Subsidiary or Excluded Subsidiary, grant to other than as set forth in clauses (f) or (g), as applicable) formed or acquired after the Administrative Agent, for Closing Date within sixty (60) days (or such longer period approved by the benefit Collateral Agent (at the direction of the BanksRequired Purchasers) in writing) after such formation or acquisition to become a Note Party by executing a joinder agreement (or such other documents performing similar functions as may be required by the Collateral Agent (at the direction of the Required Purchasers)); provided, security interests that the Subsidiary is not a Sanctioned Person and mortgages in such asset Subsidiary becoming a Note Party shall not cause a violation of Sanctions by any Person (including KLIM). In connection therewith, the Collateral Agent and the Purchasers shall have received all documentation and other information regarding such newly formed or property, EXCEPT that, acquired Subsidiaries as may be reasonably requested by KLIM or the Collateral Agent with respect to any asset or property acquired in a Permitted Business Acquisition“know your customer” and Anti-Money Laundering Laws and Sanctions, including any Restricted Subsidiary so acquiredthe PATRIOT Act (including a completed OFAC questionnaire and, such actions shall be required if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulations, a Beneficial Ownership Certification with respect to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative AgentCompany). Such security interests Upon execution and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form delivery thereof, and substance upon execution and delivery of a joinder agreement to the Administrative AgentSubsidiary Guarantee, includingeach such Person (i) shall automatically become a Subsidiary Guarantor hereunder and thereupon shall have all of the rights, without limitationbenefits, duties, and if deemed desirable by obligations in such capacity under the Administrative Agent, opinions of local counsel Transaction Documents and (ii) will grant Liens to secure the Notes in any jurisdictions in property of such Note Party which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in fullconstitutes Collateral.
(b) The Borrower willEach Note Party will execute and deliver, or cause to be executed and delivered, to the Collateral Agent and the Purchasers such documents, agreements and instruments, and will take or cause each to be taken such further actions (including the delivery of its Restricted Subsidiaries tolegal opinions, filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by the Transaction Documents, as applicable), which may be required by any requirement of law or which the Collateral Agent (at its own expensethe direction of the Required Purchasers) may, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such voucherstime, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers reasonably request to carry out the terms and conditions of attorney, certificates, real property surveys, reports this Agreement and the other assurances or instruments Transaction Documents and take such further steps relating to the Collateral covered by any ensure perfection and priority of the Security Documents Liens created or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause intended to be delivered to created by and in accordance with the Administrative Agent such opinions Security Agreement, all at the expense of counsel, title insurance and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled withNote Parties.
(c) At With respect to all owned Real Estate Assets with a fee interest in real estate with a fair market value greater than $5,000,000 owned by a Note Party that is acquired after the request Closing Date, the applicable Note Party shall within ninety (90) days thereafter (or such later date as approved by the Collateral Agent (at the direction of the Administrative Agent or the Required BanksPurchasers), the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect deliver each of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to timefollowing, in form and substance reasonably satisfactory to the Administrative Collateral Agent and the Required Purchasers:
(i) a mortgage on such property;
(ii) evidence that a counterpart of the mortgage has been recorded in the place necessary, in the Collateral Agent’s (at the direction of the Required Purchasers) reasonable judgment, to create a valid and enforceable Lien in favor of the Collateral Agent;
(iii) ALTA or other mortgagee’s title policy;
(iv) an ALTA survey prepared and certified to the Collateral Agent by a surveyor reasonably acceptable to the Collateral Agent (at the direction of the Required Purchasers);
(v) an opinion of counsel in the state in which such Real Estate Asset is located in form and substance and from counsel reasonably satisfactory to the Collateral Agent and the Required Purchasers;
(vi) if any such parcel of Real Estate Asset is determined by the Purchasers to be in a flood zone, a flood notification form signed by the Company and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Required Purchasers; and
(vii) such other information, documentation, and certifications as may be reasonably required by the Collateral Agent (at the direction of the Required Purchasers).
(d) The Borrower agrees If any material assets are acquired by any Note Party after the Closing Date (other than assets constituting Collateral under the Security Agreement that become subject to the Liens under the Security Agreement upon acquisition thereof), the Company will (i) notify each action required Purchaser and the Collateral Agent, and, if requested by this Section 6.14 the Collateral Agent (at the direction of the Required Purchasers), cause such assets to be subjected to a Lien securing the Obligations and (ii) take, and cause each applicable Note Party to take, such actions as shall be completed as soon as possible, but if such Collateral has been newly acquired necessary or reasonably requested by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary Agent (at the direction of the BorrowerRequired Purchasers) to grant and perfect such Liens created by and in accordance with the Security Agreement, in no event later than 30 days after all at the date expense of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative AgentNote Parties.
(e) Following the Closing DateThe Note Parties shall, the Borrower willfrom time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and will cause each take such actions, as the Collateral Agent and/or the Required Purchasers may reasonably request for the purposes of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment implementing or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under effectuating the provisions of this Agreement and the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Documentother Transaction Documents.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted In the event that any Immaterial Subsidiary later ceases to be an Immaterial Subsidiary, or in the event that Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property whichdesignated as Immaterial Subsidiaries at any time, in the reasonable judgement aggregate, either (i) own or hold assets, when combined with the assets of all other Immaterial Subsidiaries that are not Note Parties, exceeding five percent (5.0%) of the Administrative Agent, are not material to the business consolidated total assets of the Borrower Company and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.or
Appears in 1 contract
Sources: Securities Purchase Agreement
Additional Collateral; Further Assurances. (a) Promptly, and in any event within 30 days after The Issuer agrees that immediately upon becoming the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock beneficial owner of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL")additional Collateral, the Borrower it will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, pledge and the Borrower will, and will cause each of its Restricted Subsidiaries to, grant deliver to the Administrative Agent, for the benefit of the Banks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 Collateral Agent for the benefit of the Banks required to be granted pursuant to Trustee and the Additional Security Documents equal and all taxesratable benefit of the Holders of the Secured Notes, fees and other charges payable in connection therewith shall have been paid in full.
(b) The Borrower will, and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent such opinions of counsel, title insurance and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiariesdocuments, if any, constituting representing such Collateral (as well as duly executed instruments of transfer or assignment in blank), and grant to the Collateral Agent for the benefit of the Trustee and the equal and ratable benefit of the Holders of the Secured Notes pursuant to appropriate and necessary Security Agreements, a continuing first priority security interest in and Lien on such other Collateral, from time to time, all in form and substance reasonably satisfactory to the Administrative Agent.
Trustee. The Issuer shall also promptly (d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateralevent within five Business Days after receipt thereof), subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after its compliance with the filing requirements of any such financing statementsapplicable law, deliver to the Administrative Collateral Agent acknowledgment copies ofany other documents of title, promissory notes, certificates or instruments representing Collateral which it holds. The Issuer further agrees that it will promptly (and in any event within five Business Days after such acquisition) deliver to the Collateral Agent and the Trustee an amendment, duly executed by the Issuer, in substantially the form of SCHEDULE E hereto (an "Additional Collateral Amendment"), with respect to the additional Collateral that is to be pledged pursuant to this Agreement. The Issuer hereby authorizes the Collateral Agent and the Trustee to attach each Additional Collateral Amendment to this Agreement and agrees that any notes, instruments or other forms of Investment or other property or assets listed on any Additional Collateral Amendment delivered to the Collateral Agent or the Trustee and all proceeds thereof shall for all purposes hereunder be considered Collateral. The Issuer will promptly (i) execute and deliver, cause to be executed and filed, or copies of lien search reports confirming use its best efforts to give any notices, in all appropriate jurisdictions (including foreign jurisdictions) or procure any financing statements, including continuation statements, assignments, pledges or other documents, (ii) ▇▇▇▇ any chattel paper constituting Collateral and deliver any certificates, chattel paper or instruments constituting Collateral to the filing ofCollateral Agent or the Trustee, financing statements duly filed under the UCC of (iii) execute and deliver or cause to be executed and delivered all jurisdictions assignments, instruments and other documents, and (iv) take any other actions, in each such case as may be necessary or, in the reasonable opinion of the Administrative AgentCollateral Agent or the Trustee, desirable to perfect or continue the Lien createdperfection and the priority of the Collateral Agent's security interest and Liens in the Collateral, to protect the Collateral against the rights, claims, or purported interests of third Persons other than holders of Permitted Liens or intended to be created, by each Security Document.
(f) effect the purposes of this Agreement. The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries Issuer also hereby authorizes the Collateral Agent to use their best efforts, to obtain an executed Landlord Certification and Waiver file any financing or continuation statements with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property whichCollateral necessary or, in its reasonable opinion desirable, to perfect or continue the reasonable judgement perfection or priority of the Administrative Collateral Agent, are not material 's Lien hereunder without the signature of the Issuer to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waiversextent permitted by applicable law.
Appears in 1 contract
Sources: Senior Secured Note Security and Pledge Agreement (Pride International Inc)
Additional Collateral; Further Assurances. (a) PromptlySubject to applicable Requirements of Law, and in any event within 30 days after the Borrower or any of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL"), the Borrower will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and each Loan Party will cause each Material Domestic Subsidiary formed, acquired or that otherwise becomes a Material Domestic Subsidiary after the date of its Restricted this Agreement to become a Loan Party by executing a Joinder Agreement within thirty (30) days of such event (or such longer period as agreed to 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 toas 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 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 BanksAdministrative Agent and the other Secured Parties, security interests in any property of such Loan Party which constitutes Collateral. The Administrative Agent shall not accept delivery of any mortgage from any Loan Party unless each of the Lenders has received forty-five (45) days prior written notice thereof and mortgages in Administrative Agent has received confirmation from each Lender that such asset Lender has completed its flood insurance diligence, has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required by the Flood Laws or property, EXCEPT that, as otherwise satisfactory to such Lender. The Administrative Agent shall not accept delivery of any joinder to any Loan Document with respect to any asset or property acquired Subsidiary of any Loan Party that is not a Loan Party if such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in a Permitted Business Acquisitionrelation to such Subsidiary and the Administrative Agent has completed its USA PATRIOT Act searches, including any Restricted Subsidiary so acquiredSanctions searches and customary individual background checks for such Subsidiary, such actions the results of which shall be required satisfactory to Administrative Agent.
(b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (ii) 65% (or such greater percentage 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 Subsidiary as determined for U.S. federal income tax purposes to be performed on 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 such Borrower or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented any Domestic Subsidiary to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant subject at all times to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agenta first priority, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 Lien in favor of the Administrative Agent Agent, for the benefit of the Banks required to be granted Administrative Agent and the other Secured Parties, pursuant to the Additional Security terms and conditions of the Loan Documents and all taxesor other security documents as the Administrative Agent shall reasonably request, fees and other charges payable in connection therewith shall have been paid in fullsubject to Dispositions permitted under Section 6.05.
(bc) The Borrower Without limiting the foregoing, each Loan Party will, and will cause each of its Restricted Subsidiaries Subsidiary to, at its own expenseexecute and deliver, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered executed and delivered, to the Administrative Agent such opinions documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of counselfinancing statements, title insurance Intellectual Property security agreements, fixture filings, mortgages, deeds of trust and other related documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be requested required by any Loan Document or which the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateralmay, 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.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by Agent and all at the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary expense of the Borrower, in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative AgentLoan Parties.
(e) Following the Closing Date, the Borrower will, and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Agent for the ratable benefit of the Banks a valid and perfected Lien on the Collateral and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Document.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.
Appears in 1 contract
Sources: Credit Agreement (AtriCure, Inc.)
Additional Collateral; Further Assurances. (a) Promptly, and in The Company agrees that immediately upon becoming the beneficial owner of any event within 30 days after the Borrower or any additional shares of its Restricted Subsidiaries acquires any asset or property, including any Real Property, which is not covered by the existing Security Documents, including, without limitation, any WTC Capital Stock of any Restricted Subsidiary (the "ADDITIONAL COLLATERAL")constituting Collateral or Intercompany Notes constituting Collateral, the Borrower it will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, pledge and the Borrower will, and will cause each of its Restricted Subsidiaries to, grant deliver to the Administrative Agent, for the benefit of the Banks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, including, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 Collateral Agent for the benefit of the Banks required to be granted pursuant to Senior Note Trustee and the Additional Security Documents equal and all taxesratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and for the equal and ratable benefit of the Holders of the Convertible Notes, fees the certificates, instruments and other charges payable documents representing such WTC Capital Stock (as well as duly executed instruments of transfer or assignment in connection therewith shall have been paid in full.
(b) The Borrower willblank), and will cause each of its Restricted Subsidiaries to, at its own expense, make, execute, endorse, acknowledge, file and/or deliver to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating grant to the Collateral covered by any Agent for the benefit of the Security Documents or Senior Note Trustee and the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent such opinions of counsel, title insurance equal and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request ratable benefit of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying applicable requirements of FIRREA in respect Holders of the Real Property Senior Notes and for the benefit of the Borrower Convertible Note Trustee and its Restricted Subsidiariesfor the equal and ratable benefit of the Holders of the Convertible Notes pursuant to appropriate and necessary Collateral Documents, if anya continuing first priority security interest in and Liens on, constituting Collateralsuch WTC Capital Stock and Intercompany Notes, from time to time, all in form and substance reasonably satisfactory to the Administrative Agent.
Collateral Agent and the Trustees (d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon well as possible, but if such Collateral has been newly acquired by the Borrower duly executed instruments of transfer or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, assignment in no event later than 30 days after the date of the acquisition of such Collateral; PROVIDED that with respect to any Collateral acquired in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to by the Administrative Agent.
(e) Following the Closing Date, the Borrower willblank), and will cause each of its Restricted Subsidiaries to, perform any and all acts and execute any and all documents (including, without limitation, grant to the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm in favor of the Administrative Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Banks Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and for the equal and ratable benefit of the Holders of the Convertible Notes pursuant to appropriate and necessary Senior Note Collateral Documents, a valid continuing first priority security interest in and perfected Lien Liens on such WTC Capital Stock or such Intercompany Notes, all in form and substance satisfactory to the Collateral Agent and the Trustees. The Company shall also promptly (and in any Additional Collateralevent within five (5) Business Days after receipt thereof), subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, as promptly as practicable after its compliance with the filing requirements of any such financing statementsapplicable law, deliver to the Administrative Collateral Agent acknowledgment copies ofany other documents of title, promissory notes, certificates or instruments representing Collateral which it holds. The Company further agrees that it will promptly (and in any event within five (5) Business Days after such acquisition) deliver to the Collateral Agent and the Trustees an amendment, duly executed by the Company, in substantially the form of Schedule G hereto an "Additional Collateral Amendment", with respect to the additional Collateral that is to be pledged pursuant to this Security Agreement. The Company hereby authorizes the Collateral Agent and the Trustees to attach each Additional Collateral Amendment to this Security Agreement and agrees that any stock, notes or other forms of Investments listed on any Additional Collateral Amendment delivered to the Collateral Agent or the Trustees shall for all purposes hereunder be considered Collateral. The Company will, promptly, (i) execute and deliver, cause to be executed and filed, or copies of lien search reports confirming use its best efforts to give any notices, in all appropriate jurisdictions (including British Virgin Islands, Canada, Cyprus, the filing ofRussian Federation, Kazakstan and Ireland) or procure any financing statements duly filed under statements, assignments, pledges or other documents, (ii) mark ▇▇▇ chattel paper constituting Collateral, deliver any certificates, chattel paper or instruments constituting Collateral to the UCC of Collateral Agent or the Trustees, (iii) to execute and deliver or cause to be executed and delivered all jurisdictions as may be stock powers, proxies, assignments, instruments and other documents, and (iv) take any other actions that are necessary or, in the reasonable opinion of Collateral Agent or the Administrative AgentTrustees, desirable to perfect or continue the Lien createdperfection and the priority of the Collateral Agent's security interest and Liens in the Collateral, to protect the Collateral against the rights, claims, or purported interests of third Persons other than holders of Permitted Liens or intended to be created, by each effect the purposes of this Security Document.
(f) Agreement. The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries Company also hereby authorizes the Collateral Agent to use their best efforts, to obtain an executed Landlord Certification and Waiver file any financing or continuation statements with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, Collateral without the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement signature of the Administrative Agent, are not material Company to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waiversextent permitted by applicable law.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) PromptlySubject to and solely to the extent permitted by applicable Requirements of Law, the Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) and in any event within 30 days each Subsidiary that is a Loan Party will cause each of its Domestic Subsidiaries formed or acquired on or after the date of this Agreement in accordance with the terms of this Agreement to become a Loan Party, a Loan Guarantor and an Obligor by executing a Joinder Agreement; provided, however, that notwithstanding the foregoing, no such Domestic Subsidiary shall be required to become a Loan Party to the extent (i) not permitted pursuant to any contractual obligation applicable thereto that exists at the time such Domestic Subsidiary is acquired (other than on the Effective Date when this clause (i) shall not apply) and which contractual obligation was not entered into in contemplation of such acquisition and only for so long as such prohibition is continuing; provided that, the Kodiak Borrower shall use commercially reasonable efforts to obtain any consents necessary to discontinue such prohibition and to enable such Domestic Subsidiary to become a Loan Party, (ii) resulting in material adverse tax consequences to the Kodiak Borrower or any of its Restricted Subsidiaries acquires any asset or propertySubsidiaries, as reasonably determined by the Kodiak Borrower in consultation with the Administrative Agent, including any Real Propertyas a result of the operation of Section 956 of the Code or (iii) the burden or cost of becoming a Loan Party outweighs the benefits afforded thereby in the reasonable judgment of the Administrative Agent. Upon execution and delivery thereof, which is not covered by each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the existing Security Documentsrights, includingbenefits, without limitation, any Capital Stock of any Restricted Subsidiary duties and obligations in such capacity under the Loan Documents and (the "ADDITIONAL COLLATERAL"), the Borrower ii) will cause any newly acquired Restricted Subsidiary to execute a Subsidiary Guaranty, and the Borrower will, and will cause each of its Restricted Subsidiaries to, grant Liens to the Administrative Agent, for the benefit of the Banks, security interests and mortgages in such asset or property, EXCEPT that, with respect to any asset or property acquired in a Permitted Business Acquisition, including any Restricted Subsidiary so acquired, such actions shall be required to be performed on or before the applicable Permitted Business Acquisition Closing Date (except as otherwise assented to by the Administrative Agent). Such security interests and mortgages shall be granted pursuant to documentation substantially the same as the Security Documents (the "ADDITIONAL SECURITY DOCUMENTS") reasonably satisfactory in form and substance to the Administrative Agent, includingthe Lenders and the other Secured Parties, without limitation, and if deemed desirable by the Administrative Agent, opinions of local counsel in any jurisdictions in property of such Loan Party which such asset or property is located, and shall constitute valid and enforceable perfected security interests superior to and prior to the rights of all third Persons and subject to no other Liens except Permitted Encumbrances at the time of perfection thereof. The Additional Security Documents or other 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 for the benefit of the Banks required to be granted pursuant to the Additional Security Documents and all taxes, fees and other charges payable in connection therewith shall have been paid in fullconstitutes Collateral.
(b) The Kodiak Borrower will(or, after a Successful IPO, Kodiak Corp) and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Restricted Domestic Subsidiaries toand (ii) 65% (or such greater percentage that, at its own expense, make, execute, endorse, acknowledge, file and/or deliver due to the Administrative Agent from time to time such vouchers, invoices, schedules, confirmatory assignments, conveyances, financing statements, transfer endorsements, powers of attorney, certificates, real property surveys, reports and other assurances or instruments and take such further steps relating to the Collateral covered by any of the Security Documents or the Additional Security Documents as the Administrative Agent may reasonably require. Furthermore, the Borrower shall cause to be delivered to the Administrative Agent such opinions of counsel, title insurance and other related documents as may be requested by the Administrative Agent to assure themselves that this Section 6.14 has been compiled with.
(c) At the request of the Administrative Agent or the Required Banks, the Borrower shall provide to the Administrative Agent appraisals satisfying a change in applicable requirements of FIRREA in respect of the Real Property of the Borrower and its Restricted Subsidiaries, if any, constituting Collateral, from time to time, in form and substance reasonably satisfactory to the Administrative Agent.
(d) The Borrower agrees that each action required by this Section 6.14 shall be completed as soon as possible, but if such Collateral has been newly acquired by the Borrower or its Restricted Subsidiaries or is Collateral held by any newly acquired Restricted Subsidiary of the Borrower, in no event later than 30 days 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 adverse tax consequences) of the acquisition issued and outstanding Equity Interests entitled to vote (within the meaning of such Collateral; PROVIDED that with respect Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to any Collateral acquired vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in a Permitted Business Acquisition, each action required by this Section 6.14 with respect to such Collateral (including property of, or Capital Stock of, any newly acquired Restricted Subsidiary) shall be taken no later than the closing of such Permitted Business Acquisition, unless otherwise consented to Foreign Subsidiary directly owned by the Administrative Agent.
Kodiak Borrower (eor, after a Successful IPO, Kodiak Corp) Following the Closing Date, the Borrower will, and will cause each or any of its Restricted Domestic Subsidiaries toto be subject at all times to a first priority, perform any and all acts and execute any and all documents (including, without limitation, the execution, amendment or modification of any financing statement and continuation statement) for filing in any appropriate jurisdiction under the provisions of the UCC, local law or any statute, rule or regulation of any applicable jurisdiction which are necessary in order to maintain or confirm perfected Lien in favor of the Administrative Agent Agent, for the ratable benefit of the Banks a valid Administrative Agent and perfected Lien on the Collateral other Secured Parties, pursuant to the terms and any Additional Collateral, subject to no Liens except for Prior Liens and Permitted Encumbrances. The Borrower shall, conditions of the Loan Documents or other security documents as promptly as practicable after the filing of any such financing statements, deliver to the Administrative Agent acknowledgment copies of, or copies of lien search reports confirming the filing of, financing statements duly filed under the UCC of all jurisdictions as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien created, or purported or intended to be created, by each Security Documentshall reasonably request.
(f) The Borrower shall use its best efforts and shall cause each of its Restricted Subsidiaries to use their best efforts, to obtain an executed Landlord Certification and Waiver with respect to each lease of Real Property entered into by Credit Party after the Closing Date; PROVIDED that, the Borrower shall not be required to take actions or incur costs which are commercially unreasonable with respect to such leases of Real Property which, in the reasonable judgement of the Administrative Agent, are not material to the business of the Borrower and its Restricted Subsidiaries taken as a whole, in order to obtain such Landlord Certification and Waivers.
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