Common use of Certain Obligations Respecting Subsidiaries Clause in Contracts

Certain Obligations Respecting Subsidiaries. (a) Borrower will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Material Subsidiaries, except as set forth on Schedule 3.9, is a wholly owned Subsidiary. Borrower will not permit any of its Subsidiaries to enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assets. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Scott Technologies Inc)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Company will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Material Subsidiaries at all times owns (subject only to the Lien of the Security Documents) all of the issued and outstanding shares of each class of Capital Stock of each of such Person's Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries). Without limiting the generality of the foregoing, except as set forth on Schedule 3.9the Company shall not, is a wholly owned Subsidiary. Borrower will and shall not permit any of its Subsidiaries to enter intoto, after the date of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignmentsell, transfer or other disposition otherwise dispose of any property shares of stock in any Subsidiary (other than an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Company (other than an Excluded Credit Agreement Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Company or assetsto another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Company, the Company agrees forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. (b) Borrower The Majority Lenders shall have the right from time to time to require the Company, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Company as may be specified in such request to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties, in form and substance satisfactory to the Majority Lenders, guaranteeing payment of the Company's obligations hereunder. Any such request shall be made by the Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Company shall, and shall cause the appropriate Subsidiaries of the Company to, (i) cause any Subsidiary execute and deliver to the Administrative Agent such number of Borrower designated after copies as the date hereof as an Unrestricted Subsidiary, and upon the repayment in full Administrative Agent may specify of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, documents creating such guaranties and (ii) pledge do all other things which may be necessary or which the Stock of each such Unrestricted Subsidiary, Administrative Agent may reasonably request in order to confer upon and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant confirm to the Borrower Pledge Agreement; provided, however, that this paragraph Lenders the benefits of such security. (bc) shall not apply Notwithstanding anything to the Unrestricted Subsidiaries contrary in existence on the date hereofthis Section 9.22, except as provided in the Borrower Pledge Agreement.if:

Appears in 1 contract

Sources: Credit Agreement (Iron Mountain Inc /De)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Parent will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Parent and each of its Material SubsidiariesSubsidiaries at all times owns all of the issued and outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries and Upper Providence Venture I, L.P.). Without limiting the generality of the foregoing, the Parent shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (other than, subject to Section 9.12, an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Parent or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Parent, or any Subsidiary shall be acquired, the Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(v) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral as defined in the Security Documents and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein (and in other property included as Collateral under the Security Documents) pursuant to the Security Documents. (b) The Majority Lenders shall have the right from time to time to require the Parent, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Parent as may be specified in such request (except for (i) any SPE, (ii) Upper Providence Venture I, L.P. (so long as Persons that are not affiliated with the Parent continue to hold 45% of the aggregate partnership interests therein), or (iii) (but only on each applicable Foreign Subsidiary Holdco Release Date) the applicable Foreign Subsidiary Holdco) to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties in form and substance satisfactory to the Majority Lenders, guaranteeing payment of Parent’s and the Company’s obligations hereunder. Any such request shall be made by the Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Parent shall, and shall cause the appropriate Subsidiaries of the Parent to, (i) execute and deliver to the Administrative Agent such number of copies as the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or which the Administrative Agent may reasonably request in order to confer upon and confirm to the Lenders the benefits of such security. (c) Notwithstanding anything to the contrary in this Section 9.21, except as set forth otherwise provided in Section 9.21(e): (I) no Excluded Subsidiary shall be required to be or become a party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Borrowers hereunder; (II) the Parent and its Subsidiaries shall not be required to pledge more than 66% of the total combined voting power of the Voting Stock of any Excluded Subsidiary directly held by Parent or Domestic Subsidiaries; (III) the Parent and its Subsidiaries shall not be required to pledge the stock of any other Excluded Subsidiary; (IV) the Parent and its Subsidiaries shall not be required to pledge (A) the stock of (1) Iron Mountain India Private Limited or Iron Mountain Services Private Limited (in each case provided such entity is not material to the business, assets, property or condition (financial or otherwise) of the Parent and its Subsidiaries taken as a whole), (2) Iron Mountain India Holdings (such Subsidiary is being dissolved) or (3) Iron Mountain Cayman Limited (such Subsidiary is being dissolved), or (B) any partnership interests in Upper Providence Venture I, LP (so long as Persons that are not affiliated with the Parent continue to hold 45% of the aggregate partnership interests therein); and (V) on Schedule 3.9, is each Foreign Subsidiary Holdco Release Date for each Foreign Subsidiary Holdco (x) such Foreign Subsidiary Holdco shall not be required to be or become a wholly owned Subsidiary. Borrower party to the Subsidiary Guarantee or otherwise Guarantee the obligations of the Borrowers hereunder and shall be released therefrom and (y) the Parent and its Subsidiaries shall not be required to pledge more than 66% of the total combined voting power of the Voting Stock of any such Foreign Subsidiary Holdco and any pledge of any Voting Shares of such Foreign Subsidiary Holdco in excess of such number shall be released. (d) The Parent will not permit any of its Subsidiaries (other than Excluded Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable Financing or Permitted Mortgage Financing permitted by the terms of this Agreement) to enter into, after the date of this AgreementClosing Date, any indenture, agreement, instrument or other arrangement, arrangement (other than any Collateral agreements governing Senior Unsecured Debt permitted under Section 9.08(iv) and the Senior Subordinated Debt Documents, ) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the granting of Liens, the sale, assignment, transfer or other disposition of Property (except for customary provisions restricting the granting of Liens on Property or the sale, assignment or other disposition of Property, to the extent (w) such provisions are contained in an agreement evidencing the payment of Indebtedness that is permitted under Section 9.08(v), (x) such Indebtedness is secured by a Lien permitted to exist under Section 9.13 and (y) such agreement prohibits the creation of any property or assetsother Lien on only the Property securing such Indebtedness as of the day such agreement was entered into). (be) Borrower Notwithstanding the other provisions of this Agreement, the Canadian Borrowers shall (i) cause any Subsidiary be required to pledge the Capital Stock owned by them of Borrower designated after the date hereof as an Unrestricted Subsidiary, their respective Subsidiaries and upon the repayment in full other property of the Senior Notes all Subsidiaries, to guaranty type constituting Collateral under the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Canadian Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply in each case to the Unrestricted Subsidiaries in existence on extent required by the date hereof, except as provided in the Canadian Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Iron Mountain Inc)

Certain Obligations Respecting Subsidiaries. (a) The Borrower willwill take such action, and will cause each of its Material Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that each Parent, and all U. S. Subsidiaries of its Material Subsidiariesthe Borrower are guarantors of the Secured Obligations and that all of the equity and material assets (other than Excluded Assets) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except as set forth on Schedule 3.9Permitted Liens and subject to Permitted Perfection Limitations. Without limiting the generality of the foregoing, is a wholly owned Subsidiary. in the event that the Borrower will not permit or any of its Subsidiaries to enter into, after shall form or acquire any new Subsidiary (which it shall only do in conformity with the date provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, such documents as shall be necessary to cause (without duplication) all of the Capital Stock of any new Venture owned by GB Ventures or QIG, any indenturenew U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower or of a Guarantor to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), agreementjoinders to the Security Agreements and Pledge Agreements, instrument or UCC-1 financing statements, and such other arrangement, documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than any Collateral Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created pursuant to the Loan Documents, that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assets. (b) If at any time (1) the aggregate amount of the Adjusted EBITDA of the (X) (direct and indirect) Foreign Subsidiaries of the Parent and (Y) the Non-Guarantor Ventures shall exceed fifteen percent (15%) of the Adjusted EBITDA of Parent and its Subsidiaries, on a Consolidated basis, or (2) the aggregate amount of the assets of the (X) (direct and indirect) Foreign Subsidiaries of the Parent and (Y) the Non-Guarantor Ventures shall exceed fifteen percent (15%) of the aggregate amount of the assets of Parent and its Subsidiaries, on a Consolidated basis, then notwithstanding any provision of this Agreement or any Loan Document to the contrary, the Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.either:

Appears in 1 contract

Sources: Credit Agreement (Greatbatch, Inc.)

Certain Obligations Respecting Subsidiaries. (a) The Borrower will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that (i) each of its Material Subsidiaries, except as set forth on Schedule 3.9, Subsidiaries at all times is a wholly Wholly Owned Subsidiary (except for any stock or other equity interests of such Subsidiary which is owned Subsidiaryby a third party as of the Effective Date, as listed in Schedule IV hereto) and (ii) each of its Subsidiaries is and becomes a party to the Subsidiary Guarantee and the JCI/JNI Security Agreement, PROVIDED that, in the event of any Subsidiary organized as a partnership or limited liability company, the Borrower shall cause each of the partners or members thereof, as the case may be, to enter into a pledge agreement in form and substance satisfactory to the Agent pursuant to which the Agent, on behalf of the Banks, shall be granted a first prior perfected security interest in all of the equity interests of such partnership or limited liability company to secure the obligations owing to the Banks hereunder and under the other Credit Documents, subject to no other Lien (and the organizational document for such partnership or limited liability company shall expressly authorize each such partner or member to so pledge its equity interests therein and shall contain no other restriction against the Agent enforcing such security interest and transferring such equity interests to a third party). In the event that any such additional shares of stock or other equity interests shall be issued by any Subsidiary of the Borrower, the Borrower agrees forthwith to, and to cause its Subsidiaries to, deliver to the Agent pursuant to the Security Documents the certificates (if any) evidencing such shares of stock or other equity interests, accompanied by undated stock powers executed in blank and to take such other action as the Agent shall request to perfect the security interest created therein pursuant to the Security Documents. (b) The Borrower will not permit any of its Subsidiaries to enter into, after the date of this Agreement, any CREDIT AGREEMENT indenture, agreement, instrument or other arrangement, other than any Collateral Documents, arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsProperty. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Journal Register Co)

Certain Obligations Respecting Subsidiaries. (a) The Borrower will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that (i) each of its Material Subsidiaries, except as set forth on Schedule 3.9, Subsidiaries at all times is a wholly Wholly Owned Subsidiary (except for any stock or other equity interests of such Subsidiary which is owned Subsidiaryby a third party as of the Effective Date, as listed in Schedule IV hereto) and (ii) each of its Subsidiaries is and becomes a party to the Subsidiary Guarantee and the JCI/JNI Security Agreement, PROVIDED that, in the event of any Subsidiary organized as a partnership or limited liability company, the Borrower shall cause each of the partners or members thereof, as the case may be, to enter into a pledge agreement in form and substance satisfactory to the Agent pursuant to which the Agent, on behalf of the Banks, shall be granted a first prior perfected security interest in all of the equity interests of such partnership or limited liability company to secure the obligations owing to the Banks hereunder and under the other Credit Documents, subject to no other Lien (and the organizational document for such partnership or limited liability company shall expressly authorize each such partner or member to so pledge its equity interests therein and shall contain no other restriction against the Agent enforcing such security interest and transferring such equity interests to a third party). In the event that any such additional shares of stock or other equity interests shall be issued by any Subsidiary of the Borrower, the Borrower agrees forthwith to, and to cause its Subsidiaries to, deliver to the Agent pursuant to the Security Documents the certificates (if any) evidencing such shares of stock or other equity interests, accompanied by undated stock powers executed in blank and to take such other action as the Agent shall request to perfect the security interest created therein pursuant to the Security Documents. (b) The Borrower will not permit any of its Subsidiaries to enter into, after the date of this Agreement, any CREDIT AGREEMENT ---------------- indenture, agreement, instrument or other arrangement, other than any Collateral Documents, arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsProperty. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Journal Register Co)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Parent will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Parent and each of its Material SubsidiariesSubsidiaries at all times owns all of the issued and outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries (other than, except as set forth on Schedule 3.9in each case, Capital Stock of Excluded Subsidiaries and Upper Providence Venture I, L.P.). Without limiting the generality of the foregoing, the Parent shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (other than, subject to Section 9.12 hereof, an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Parent or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). (b) If at any time a Subsidiary of the Parent is required to become (i) a wholly owned Subsidiary. Borrower Notes Guarantor pursuant to the Senior Unsecured Indenture or (ii) a guarantor of any senior notes issued by the Parent after the Effective Date, the Parent shall, and shall cause the appropriate Subsidiaries of the Parent to cause such Subsidiary to (x) become a party to the Subsidiary Guaranty or execute and deliver such other guaranties in form and substance satisfactory to the Administrative Agent, guaranteeing payment of the Parent’s obligations hereunder and (y) do all other things which may be necessary or which the Administrative Agent may reasonably request in order to confer upon and confirm to the Lenders the benefits of such guaranty. (c) The Parent will not permit any of its Subsidiaries (other than Excluded Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable Financing or Permitted Mortgage Financing permitted by the terms of this Agreement) to enter into, after the date of this AgreementFunding Date, any indenture, agreement, instrument or other arrangement, arrangement (other than any Collateral agreements governing Senior Unsecured Debt permitted under Section 9.08(iv) hereof and the Senior Subordinated Debt Documents, ) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the granting of Liens, the sale, assignment, transfer or other disposition of Property (except for customary provisions restricting the granting of Liens on Property or the sale, assignment or other disposition of Property, to the extent (w) such provisions are contained in an agreement evidencing the payment of Indebtedness that is permitted under Section 9.08(v) hereof, (x) such Indebtedness is secured by a Lien permitted to exist under Section 9.13 hereof and (y) such agreement prohibits the creation of any property or assets. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after other Lien on only the date hereof Property securing such Indebtedness as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each day such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreementagreement was entered into).

Appears in 1 contract

Sources: Bridge Credit Agreement (Iron Mountain Inc)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Company will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Material Subsidiaries at all times owns (i) all of the issued and outstanding shares of each class of Capital Stock of each of such Person's Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries) and (ii) more than 50% of the issued and outstanding shares of Capital Stock of each Person acquired pursuant to clauses (b) and (c) of Section 9.14(viii) hereof. Without limiting the generality of the foregoing, the Company shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (other than an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Company (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Company or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Company, or any Subsidiary shall be acquired, the Company agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(vii) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral as defined in the Security Documents and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. (b) The Majority Lenders shall have the right from time to time to require the Company, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Company as may be specified in such request (except for any SPE) to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties, in form and substance satisfactory to the Majority Lenders, guaranteeing payment of the Company's obligations hereunder. Any such request shall be made by the Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Company shall, and shall cause the appropriate Subsidiaries of the Company to, (i) execute and deliver to the Administrative Agent such number of copies as set forth on Schedule 3.9, is the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or which the Administrative Agent may reasonably request in order to confer upon and confirm to the Lenders the benefits of such security. (c) Notwithstanding anything to the contrary in this Section 9.21: (I) no Excluded Subsidiary shall be required to be or become a wholly owned party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Company hereunder; (II) the Company and its Subsidiaries shall not be required to pledge more than 66% of the aggregate Voting Stock of such Excluded Subsidiary directly held by the Company or its Domestic Subsidiaries to the Administrative Agent under the Security Documents; and (III) the Company and its Subsidiaries shall not be required to pledge the stock of any other Excluded Subsidiary. Borrower . (d) The Company will not permit any of its Subsidiaries (other than Excluded Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable Financing permitted by the terms of this Agreement) to enter into, after the date of this Agreementhereof, any indenture, agreement, instrument or other arrangement, arrangement (other than any Collateral the Senior Subordinated Debt Documents, ) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsProperty. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Iron Mountain Inc/Pa)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Company will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Material SubsidiariesSubsidiaries at all times owns (subject only to the Lien of the Security Agreement) at least the same percentage of the issued and outstanding shares of each class of stock of each of its Subsidiaries as is owned on the date hereof. Without limiting the generality of the foregoing, except none of the Company nor any of its Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Subsidiary owned by them, nor permit any Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Company or another Obligor). In the event that any such additional shares of stock shall be issued by any Subsidiary, the respective Obligor agrees forthwith to deliver to the Lender pursuant to the Security Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as set forth on Schedule 3.9, is a wholly owned Subsidiarythe Lender shall request to perfect the security interest created therein pursuant to the Security Agreement. Borrower The Company will not permit any of its Subsidiaries to enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsProperty. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Agency Com LTD)

Certain Obligations Respecting Subsidiaries. (a) The Borrower willwill take such action, and will cause each of its Material Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that each Parent, Holdings and all U.S. Subsidiaries of its Material Subsidiariesthe Borrower are guarantors of the Secured Obligations and that all of the equity and material assets (other than Excluded Assets) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except as set forth on Schedule 3.9Permitted Liens and subject to Permitted Perfection Limitations. Without limiting the generality of the foregoing, is a wholly owned Subsidiary. in the event that the Borrower will not permit or any of its Subsidiaries to enter into, after shall form or acquire any new Subsidiary (which it shall only do in conformity with the date provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, and shall cause the holders of any indentureequity interests not owned by the Borrower to execute and deliver, agreementsuch documents as shall be necessary to cause all of the Capital Stock of any new U.S. Subsidiary and up to a maximum of sixty-six percent (66%) of the Capital Stock of any new First-Tier Foreign Subsidiary of the Borrower to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause each new U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), instrument or joinders to the Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other arrangement, documents as may be necessary to cause such new U.S. Subsidiary to be a guarantor of the Secured Obligations and its material assets (other than any Collateral Excluded Assets) to be pledged to secure such guaranty; and (iii) will cause such new U.S. Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Initial Funding) upon the Closing Date or as the Administrative Agent shall have requested, and to take such other action as the Administrative Agent shall request to perfect the security interest in the Capital Stock and material assets (other than Excluded Assets) of such new U.S. Subsidiary created pursuant to the Loan Documents, that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assets. (b) If at any time (i) the aggregate amount of the Adjusted EBITDA of the Foreign Subsidiaries of the Borrower shall exceed ten percent (10%) of the Adjusted EBITDA of Parent and its Subsidiaries, on a Consolidated basis, or (ii) the aggregate amount of the assets of the Foreign Subsidiaries of the Borrower shall exceed ten percent (10%) of the aggregate amount of the assets of Parent and its Subsidiaries, on a Consolidated basis, then notwithstanding any provision of this Agreement or any Loan Document to the contrary, the Borrower shall either: (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full Foreign Subsidiaries of the Senior Notes all Subsidiaries, Borrower to guaranty the Secured Obligations pursuant to a Subsidiary Guaranty and grant Liens on its pledge their material personal property assets to Agent for secure such guaranty and shall pledge (or cause the ratable benefit of Lenders as security for the repayment relevant Subsidiaries to pledge) 100% of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and equity of such Foreign Subsidiaries of the Borrower; or (ii) pledge exclude the Stock results of each such Unrestricted Subsidiary, operations and upon the repayment in full financial condition of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment Foreign Subsidiaries of the Obligations Borrower from the Financial Covenants in Article 7 (Financial Covenants) and provide separate financial statements pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph Subsection 6.1.1 (bDelivery of Quarterly Financial Statements ) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.and Subsection

Appears in 1 contract

Sources: Credit Agreement (Greatbatch, Inc.)

Certain Obligations Respecting Subsidiaries. (a) The Borrower willwill take such action, and will cause each of its Material Restricted Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that each all new Restricted Subsidiaries are guarantors of its Material Subsidiariesthe Secured Obligations and that all of the Collateral of such Restricted Subsidiaries is subject to a valid and enforceable first (or, in the case of First Lien Note Priority Collateral, second) priority Lien securing the Secured Obligations, subject to no other Lien except as set forth on Schedule 3.9in the case of ABL Priority Collateral, is a wholly owned SubsidiaryPermitted Additional ABL Liens, and in the case of other Collateral, Permitted Liens. Without limiting the generality of the foregoing, in the event that the Borrower will not permit or any of its Restricted Subsidiaries to enter into, after shall form or acquire any new Restricted Subsidiary (which it shall only do in conformity with the date provisions of this Agreement, any indenture, agreement, instrument Agreement and only if no Default or other arrangement, other than any Collateral Documents, that, directly Event of Default shall then be in existence or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions uponcaused thereby), the incurrence Borrower, contemporaneously with the formation or payment acquisition of Indebtedness, the granting of Liens, the declaration or payment of dividends or other such new Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assets. (b) Borrower shall Subsidiary: (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiarywill execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause all of the Capital Stock of such new Restricted Subsidiary to be duly pledged to the Collateral Agent under the First Lien Indenture and to execute a negative pledge in favor of the Agent with respect to such Capital Stock; (ii) will cause such new Restricted Subsidiary to execute and deliver a Subsidiary Suretyship (or a joinder thereto), and joinders to the Security Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new Restricted Subsidiary to be a guarantor of the Secured Obligations and its Collateral to be pledged to secure such guaranty; (iii) will cause such new Restricted Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Effectiveness) upon the repayment Closing Date or as the Agent shall have reasonably requested, and to take such other action as (x) the Agent shall request to perfect the Agent’s security interest in full the Collateral of the Senior Notes all Subsidiaries, to guaranty the Obligations such new Restricted Subsidiary created pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a MortgageLoan Documents, and (iiy) pledge the Collateral Agent shall request to perfect the Collateral Agent’s security interest in the Capital Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge AgreementFirst Lien Indenture; providedand (iv) if such new Restricted Subsidiary is the owner or lessee of real estate, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreementshall cause such Restricted Subsidiary to comply with the provisions of Section 8.25 (Real Property).

Appears in 1 contract

Sources: Credit Agreement (New Enterprise Stone & Lime Co., Inc.)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Company will, and will cause each of its Material Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Material SubsidiariesRestricted Subsidiaries at all times own (subject only to the Lien of the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Pledge Agreement as is owned on the date hereof or, except in the case of New Wholly-Owned Subsidiaries created or acquired after the date hereof, the stock of which are required to be subject to the Lien of the Pledge Agreement, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a "Pledged Subsidiary"). Without limiting the generality of the foregoing, none of the Company and its Restricted Subsidiaries will sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Company or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Agent pursuant to the Pledge Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as set forth on Schedule 3.9, is a wholly owned Subsidiarythe Agent shall request to perfect the security interest created therein pursuant to the Pledge Agreement. Borrower The Company will not and will not permit any of its Restricted Subsidiaries to enter into, after the date of this Agreement, into any indenture, agreement, instrument or other arrangement, arrangement (other than any Collateral Documents, the Indenture included in the Senior Subordinated Debt Documents as initially in effect) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of IndebtednessIndebtedness of the Company and its Restricted Subsidiaries, the granting of LiensLiens (other than Liens on Properties securing Non-Recourse Debt), the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsProperty. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Forest Oil Corp)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Company will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Material SubsidiariesSubsidiaries at all times owns (subject only to the Lien of the Security Documents) at least the same percentage of the issued and outstanding shares of each class of stock or partnership or other ownership interest of each of its Subsidiaries as is owned on the Restatement Date (or, except with respect to any Subsidiary acquired or organized after the date hereof, as set forth on Schedule 3.9of the date of such acquisition or organization). Without limiting the generality of the foregoing, none of the Company nor any of its Subsidiaries shall sell, transfer, pledge or otherwise dispose of any shares of stock or partnership or other ownership interest in any Subsidiary owned by them, nor permit any Subsidiary to issue any shares of stock of any class or partnership or other ownership interest whatsoever to any Person (other than to the Company or the immediate parent of such Subsidiary which is a wholly owned Wholly Owned Subsidiary of the Company). In the event that (a) any such additional shares of stock or partnership or other ownership interest shall be issued by any such Subsidiary or (b) the Company shall directly or indirectly create any new Material Subsidiary or Acquire any additional Material Subsidiary and shall thereby become the owner, directly or indirectly, of the shares of capital stock or partnership or other ownership interest of such new or additional Material Subsidiary. Borrower , the Company agrees forthwith to deliver to the Administrative Agent pursuant to security documents satisfactory to the Banks, any shares, certificates of ownership, membership interests or other evidence of ownership, or other securities received as a result therefrom (together with undated stock or other powers executed in blank) and shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Administrative Agent) to create, preserve or validate the security interest created therein, including, without limitation, causing any or all of the Collateral (as defined in the Security Agreement and the In-Flight Guarantee and Security Agreement, respectively) to be transferred of record into the name of the Administrative Agent; provided that if any such Material Subsidiary is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Company need not pledge to the Administrative Agent more than 65% of the capital stock, partnership or other ownership interest in such Material Subsidiary. (b) The Company will not permit any of its Subsidiaries to enter into, after the date of this AgreementRestatement Date, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsProperty. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Be Aerospace Inc)

Certain Obligations Respecting Subsidiaries. (a) Borrower will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Material Subsidiaries, except as set forth on Schedule 3.9, is a wholly owned Subsidiary. Borrower will not permit any of its Subsidiaries to enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assets. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, Subsidiary to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Figgie International Inc /De/)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Company will, and will cause each of its Material Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Material SubsidiariesRestricted Subsidiaries at all times own (subject only to the Lien of the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Pledge Agreement as is owned on the date hereof or, except in the case of New Wholly-Owned Subsidiaries created or acquired after the date hereof (other than Funding Co., 3189503, Canadian Forest Oil, and any Wholly-Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Pledge Agreement, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a "PLEDGED SUBSIDIARY"). Without limiting the generality of the foregoing, none of the Company and its Restricted Subsidiaries will sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Company or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the Agent pursuant to the Pledge Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as set forth on Schedule 3.9, is a wholly owned Subsidiarythe Agent shall request to perfect the security interest created therein pursuant to the Pledge Agreement. Borrower The Company will not and will not permit any of its Restricted Subsidiaries to enter into, after the date of this Agreement, into any indenture, agreement, instrument or other arrangement, arrangement (other than any Collateral Documentsthe Indenture included in the Senior Subordinated Debt Documents as initially in effect, the Funding Credit Agreement as initially in effect and the other Loan Documents (as defined therein) and the Canadian Forest Oil Credit Agreement as initially in effect and the other Loan Documents (as defined therein)) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of IndebtednessIndebtedness of the Company and its Restricted Subsidiaries, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsProperty. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Forest Oil Corp)

Certain Obligations Respecting Subsidiaries. (a) The Borrower willwill take such action, and will cause each of its Material Restricted Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that each all new Restricted Subsidiaries are guarantors of its Material Subsidiariesthe Secured Obligations and that all of the Collateral of such Restricted Subsidiaries is subject to a valid and enforceable first (or, in the case of First Lien Note Priority Collateral, second) priority Lien securing the Secured Obligations, subject to no other Lien except as set forth on Schedule 3.9in the case of ABL Priority Collateral, is a wholly owned SubsidiaryPermitted Additional ABL Liens, and in the case of other Collateral, Permitted Liens. Without limiting the generality of the foregoing, in the event that the Borrower will not permit or any of its Restricted Subsidiaries to enter into, after shall form or acquire any new Restricted Subsidiary (which it shall only do in conformity with the date provisions of this Agreement, any indenture, agreement, instrument Agreement and only if no Default or other arrangement, other than any Collateral Documents, that, directly Event of Default shall then be in existence or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions uponcaused thereby), the incurrence Borrower, contemporaneously with the formation or payment acquisition of Indebtedness, the granting of Liens, the declaration or payment of dividends or other such new Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assets. (b) Borrower shall Subsidiary: (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiarywill execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause all of the Capital Stock of such new Restricted Subsidiary to be duly pledged to the Collateral Agent under the First Lien Indenture and to execute a negative pledge in favor of the Agent with respect to such Capital Stock; (ii) will cause such new Restricted Subsidiary to execute and deliver a Subsidiary Suretyship (or a joinder thereto), and joinders to the Security Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new Restricted Subsidiary to be a guarantor of the Secured Obligations and its Collateral to be pledged to secure such guaranty; (iii) will cause such new Restricted Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Effectiveness) upon the repayment Closing Date or as the Majority Lenders shall have reasonably requested, and to take such other action as (x) the Majority Lenders shall request to perfect the Agent’s security interest in full the Collateral of the Senior Notes all Subsidiaries, to guaranty the Obligations such new Restricted Subsidiary created pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a MortgageLoan Documents, and (iiy) pledge the Collateral Agent shall request to perfect the Collateral Agent’s security interest in the Capital Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge AgreementFirst Lien Indenture; providedand (iv) if such new Restricted Subsidiary is the owner or lessee of real estate, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreementshall cause such Restricted Subsidiary to comply with the provisions of Section 8.25 (Real Property).

Appears in 1 contract

Sources: Credit Agreement (New Enterprise Stone & Lime Co., Inc.)

Certain Obligations Respecting Subsidiaries. (a) Each Borrower willshall, and will shall cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that each the percentage of its Material Subsidiaries, except as set forth the issued and outstanding shares of capital stock of any class or character owned by it in any Subsidiary on Schedule 3.9, is a wholly owned Subsidiary. Borrower will not permit any of its Subsidiaries to enter into, after the date of this Agreement, hereof is not at any indenture, agreement, instrument or other arrangementtime decreased, other than any Collateral Documents, that, directly or indirectly, prohibits or restrains, or has by reason of transfers to the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsBorrowers. (b) Borrower shall (i) cause While the Borrowers and the Subsidiaries are not permitted to form or acquire any Subsidiary without the prior written consent of the Lender pursuant to subsection 8.4(a), in the event that the Lender consents to any formation or acquisition of any Subsidiary and such Subsidiary is formed or acquired, this subsection 5.21(b) shall be applicable and the Borrower designated forming or acquiring such Subsidiary will (or if such Subsidiary is formed or acquired by a Credit Party which is not a Borrower, the Borrowers will cause such Credit Party to) take or cause to be taken the following actions: as soon as possible but in any case not later than 10 days after the date hereof on which such Subsidiary is created (or, in the case of a Subsidiary formed or acquired in connection with a Permitted Acquisition, concurrently with the consummation of such Permitted Acquisition) (x) cause such Subsidiary to (A) execute and deliver to the Lender, a counterpart to the Credit Agreement and thereby become a party thereto as an Unrestricted Subsidiaryadditional “Credit Party” and “Subsidiary Guarantor” thereunder and grant to the Lender a First Priority Lien on all “Collateral” of such Subsidiary Guarantor thereunder, (B) take such other action as shall be necessary to create and upon the repayment perfect valid and enforceable First Priority Liens in full favor of the Senior Notes Lender on all Subsidiariesor substantially all of the assets of such Subsidiary consistent with the provisions of this Agreement and the applicable other Loan Documents and (C) deliver proof of corporate action, to guaranty the Obligations incumbency of officers and other documents and opinions as is consistent with those delivered by each Borrower pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders Section 6.1 as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, Effective Time and (iiy) pledge the Stock of each such Unrestricted Subsidiary, execute and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant deliver to the Borrower Pledge Agreement; provided, however, that Lender such pledge agreements or such addenda or amendments to this paragraph Agreement and take such other actions (b) shall not apply including delivering the certificates representing such shares of stock or other equity interests to the Unrestricted Subsidiaries in existence on the date hereof, except Lender) as provided in the Borrower Pledge Agreement.shall be necessary to create and perfect valid and

Appears in 1 contract

Sources: Credit Agreement (Ufp Technologies Inc)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Company will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that each Subsidiary of its Material Subsidiaries, except as set forth on Schedule 3.9, is a wholly owned Subsidiary. Borrower will not permit any of its Subsidiaries to enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, thatCompany is, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsa Wholly Owned Subsidiary (subject to Section 7.03). (b) Borrower After the Closing Date, the Company will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that (i) cause 100% of the outstanding equity interests of each Domestic Subsidiary owned by the Company or any other Domestic Subsidiary and (ii) 65% of Borrower designated the outstanding equity interests of each Foreign Subsidiary owned by the Company or any Domestic Subsidiary is pledged to the Collateral Agent pursuant to the Security Agreement. Subject to and in furtherance of the foregoing, in the event that any additional shares of capital stock or other certificated equity interests shall be issued by any such Subsidiary after the date hereof Closing Date, the Company agrees forthwith to deliver to the Collateral Agent pursuant to the Security Agreement the certificates evidencing such shares of stock or equity interests, as an Unrestricted the case may be, accompanied by undated stock (or transfer, as the case may be) powers executed in blank and to take such other action as the Collateral Agent shall request to perfect the security interest created therein pursuant to the Security Agreement. Credit Agreement 76 - 70 - (c) After the Closing Date, the Company will take such action, and will cause each of its Domestic Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Domestic Subsidiaries of the Company which are directly owned by the Company or another Domestic Subsidiary are "Subsidiary Guarantors" under the Subsidiary Guarantee Agreement, and have assigned to the Collateral Agent for the benefit of the Secured Parties all of its right, title and interest in any Collateral held by such Domestic Subsidiary to the extent required herein or in any Security Document to which it is a party. Without limiting the generality of the foregoing, in the event that the Company or any of its Domestic Subsidiaries shall form or acquire any new Domestic Subsidiary after the Closing Date that shall constitute a Subsidiary hereunder, the Company or such Domestic Subsidiary, as the case may be, will cause such new Subsidiary to after the Closing Date: (i) become a "Subsidiary Guarantor" under the Subsidiary Guarantee Agreement, and upon an "Obligor" under the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations Security Agreement pursuant to a Subsidiary Guaranty Guarantee Assumption Agreement; (ii) cause such Subsidiary to take such action (including, without limitation, delivering such certificated equity interests and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement andexecuting and delivering such Uniform Commercial Code financing statements, if applicable, a Mortgage, ) as shall be necessary to create and (ii) pledge perfect valid and enforceable first priority Liens on substantially all of the Stock personal property of each such Unrestricted new Subsidiary, to the extent required herein or in any Security Document to which it is a party; and (iii) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel and upon other documents as is consistent with those delivered by the repayment in full Subsidiaries of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations Company pursuant to Article IV or as reasonably requested by the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge AgreementAdministrative Agent.

Appears in 1 contract

Sources: Credit Agreement (Iridium Operating LLC)

Certain Obligations Respecting Subsidiaries. (a) Except as permitted by Section 9.05 hereof, the Borrower willshall, and will shall cause each of its Material Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower and each of its Material SubsidiariesRestricted Subsidiaries at all times own (subject only to the Lien of the Security Documents) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Security Documents as is owned on the date of this Agreement or, except as set forth on Schedule 3.9, is a wholly owned Subsidiary. Borrower will not permit any in the case of its New Wholly Owned Subsidiaries to enter into, which are Restricted Subsidiaries created or acquired after the date of this Agreement, any indenture, agreement, instrument or other arrangement, Agreement (other than any Collateral Wholly Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Security Documents, that100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, directly or indirectlya “Pledged Subsidiary”). Without limiting the generality of the foregoing and except as permitted by Section 9.05, prohibits or restrains, or has none of the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Borrower and its Restricted Payments, the making of loans, advances or Investments or the sale, assignmentSubsidiaries shall sell, transfer or other disposition otherwise dispose of any property shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Borrower or assets. (b) Borrower shall (i) cause another Obligor). In the event that any Subsidiary such additional shares of Borrower designated after the date hereof as an Unrestricted stock are issued by any Pledged Subsidiary, and upon the repayment in full of respective Obligor agrees forthwith to deliver to the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Administrative Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; providedSecurity Documents the certificates evidencing such shares of stock, however, that this paragraph (b) accompanied by undated stock powers executed in blank and shall not apply take such other action as the Administrative Agent shall request to perfect the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.security interest created therein pursuant to the

Appears in 1 contract

Sources: Credit Agreement (Gran Tierra Energy, Inc.)

Certain Obligations Respecting Subsidiaries. (a) The Borrower willwill take such action, and will cause each of its Material Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that each all new Subsidiaries are guarantors of the Secured Obligations and that all of the equity and material assets of all Subsidiaries are subject to a valid and enforceable first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens, provided, however, that the NY Mortgages shall secure the Term Loans only. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Material SubsidiariesSubsidiaries shall form or acquire any new Subsidiary (which it shall only do in conformity with the provisions of this Agreement and only if no Default or Event of Default shall then be in existence or caused thereby), except the Borrower, contemporaneously with the formation or acquisition of such new Subsidiary: (i) will execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as set forth shall be necessary to cause all of the Capital Stock of such new Subsidiary to be duly pledged (on Schedule 3.9a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause such new Subsidiary to execute and deliver a Subsidiary Suretyship (or a joinder thereto), joinders to the Security Agreement and Pledge Agreement, UCC-1 financing statements, and such other documents as may be necessary to cause such new Subsidiary to be a guarantor of the Secured Obligations and its material assets to be pledged to secure such guaranty; (iii) will cause such new Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 3.1 (Conditions to Effectiveness) upon the Closing Date or as the Agent shall have reasonably requested, and to take such other action as the Agent shall request to perfect the security interest in the Capital Stock and material assets of such new Subsidiary created pursuant to the Loan Documents; and (iv) if such new Subsidiary is the owner or lessee of real estate, the Borrower shall cause such Subsidiary to comply with the provisions of Section 7.28 (Real Property). Notwithstanding the foregoing, the Borrower shall not be required to cause BCS LLC to comply with the provisions of this Section 7.27 unless the Agent requests that the Borrower cause BCS LLC to comply with such provisions and then, only to the extent requested by the Agent, provided, however, unless and until the Agent shall have requested that BCS LLC become a wholly owned Subsidiary. Loan Party and guaranty the Secured Obligations and pledge some or all of its assets to secure such guaranty as provided in this Section 7.27, notwithstanding anything herein to the contrary, the Borrower will shall not, and shall not permit any of its Subsidiaries to enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, thatto, directly or indirectly, prohibits or restrains(without duplication), or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assets. (b) Borrower shall (i) cause transfer (whether by way of sale, loan, lease, gift, disposition, merger, sale of equity or otherwise) any Subsidiary asset to BCS LLC except in exchange for cash consideration equal to the fair market value of the asset transferred, (ii) make any Investment in BCS LLC or provide any Guaranty of or otherwise become liable for any obligations of BCS LLC, (iii) provide services to BCS LLC except in exchange for cash compensation equal to the value of the services provided, (iv) co-mingle any funds or other assets with BCS LLC, or (v) engage in any other transaction with BCS LLC on terms that are not at least as favorable to the Borrower designated after the date hereof as an Unrestricted or such Subsidiary, as applicable, as it would obtain in a comparable arm’s length transaction with an unrelated third party; except that the Borrower and upon its Subsidiaries may (x) make the repayment initial investment in full BCS LLC as is described in the definition of BCS Acquisition, (y) purchase or repay some or all of the Senior Notes all Subsidiariesdebt described in the definition of BCS Acquisition so long as the purchase or repayment is for no more than the aggregate principal amount of such debt, to guaranty together with the Obligations pursuant to a Subsidiary Guaranty amount of accrued interest and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgagefees thereon, and (iiz) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders purchase goods or services from BCS LLC on terms that are at least as security for the repayment of the Obligations pursuant favorable to the Borrower Pledge Agreement; providedor such Subsidiary, howeveras applicable, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries as it would obtain in existence on the date hereof, except as provided in the Borrower Pledge Agreementa comparable arm’s length transaction with an unrelated third party.

Appears in 1 contract

Sources: Credit Agreement (Gateway Trade Center Inc.)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Company will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Material SubsidiariesSubsidiaries at all times owns (subject only to the Lien of the Security Documents) at least the same percentage of the issued and outstanding shares of each class of stock or partnership or other ownership interest of each of its Subsidiaries as is owned on the Restatement Date (or, except with respect to any Subsidiary acquired or organized after the date hereof; as set forth on Schedule 3.9of the date of such acquisition or organization). Without limiting the generality of the foregoing, none of the Company nor any of its Subsidiaries shall sell, transfer, pledge or otherwise dispose of any shares of stock or partnership or other ownership interest in any Subsidiary owned by them, nor permit any Subsidiary to issue any shares of stock of any class or partnership or other ownership interest whatsoever to any Person (other than to the Company or the immediate parent of such Subsidiary which is a wholly owned Wholly Owned Subsidiary of the Company). In the event that (a) any such additional shares of stock or partnership or other ownership interest shall be issued by any such Subsidiary or (b) the Company shall directly or indirectly create any new Material Subsidiary or Acquire any additional Material Subsidiary and shall thereby become the owner, directly or indirectly, of the shares of capital stock or partnership or other ownership interest of such new or additional Material Subsidiary, the Company agrees forthwith to deliver to the Administrative Agent pursuant to security documents satisfactory to the Banks, any shares, certificates of ownership, membership interests or other evidence of ownership, or other securities received as a result therefrom (together with undated stock or other powers executed in blank) and shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Administrative Agent) to create, preserve or validate the security interest created therein, including, without limitation, causing any or all of the Collateral (as defined in the Security Agreement and the In-Flight Guarantee and Security Agreement, respectively) to be transferred of record into the name of the Administrative Agent; provided that if any such Material Subsidiary is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Company need not pledge to the Administrative Agent more than 65% of the capital stock, partnership or other ownership interest in such Material Subsidiary. Borrower Credit Agreement (b) The Company will not permit any of its Subsidiaries to enter into, after the date of this AgreementRestatement Date, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsProperty. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Be Aerospace Inc)

Certain Obligations Respecting Subsidiaries. (a) 8.27.1 The Borrower willwill take such action, and will cause each of its Material Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that each all Domestic Subsidiaries are guarantors of its Material the Secured Obligations and that all material assets (excluding real estate but including equity interests owned by a Loan Party) of the Borrower and Subsidiary Guarantors (except, with respect to voting equity, within the meaning of Treasury Regulations Section 1.956-2(c)(2), of a CFC, CFC Holdco or Disregarded Domestic Subsidiary owned directly by the Borrower or Domestic Subsidiaries, except as set forth on Schedule 3.9only 66½% of such voting equity shall be required to be pledged, is a wholly owned Subsidiary. Borrower will not permit any of its Subsidiaries to enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assets. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply if a change in Law occurs subsequent to the Unrestricted Subsidiaries in existence on the date hereofClosing Date which permits a pledge of voting equity of any such CFC, except as provided CFC Holdco or Disregarded Domestic Subsidiary above 66½% without a current inclusion in the U.S. income of the Borrower pursuant to Section 951(a)(1)(B) of the Code (including, for the avoidance of doubt, due to an applicable exclusion), such additional amounts of the relevant voting equity shall be pledged) are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any Domestic Subsidiary (which it shall only do in conformity with the provisions of this Agreement), the Borrower, contemporaneously with the formation or acquisition of such new Domestic Subsidiary, shall: (i) execute and deliver, and shall cause the holders of any equity interests not owned by the Borrower to execute and deliver, such documents as shall be necessary to cause all of the Capital Stock of such new Subsidiary of the Borrower to be duly pledged (on a first-priority perfected basis) to secure the Secured Obligations; (ii) will cause such new Subsidiary of the Borrower to execute and deliver a Subsidiary Suretyship (or a joinder thereto), joinders to the U.S. Security Agreement and U.S. Subsidiary Pledge, UCC-1 financing statements, and such other documents as may be necessary to cause such new Subsidiary of the Borrower to be a guarantor of the Secured Obligations and its material assets to be pledged to secure such guaranty (excluding real estate); and (iii) will cause such new Subsidiary of the Borrower to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Effectiveness) upon the Closing Date or as the Agent shall have requested, and to take such other action as the Agent shall reasonably request to perfect the security interest in the Capital Stock and material assets of such new Subsidiary of the Borrower (excluding real estate) created pursuant to the Loan Documents. 8.27.2 At any time that a Subsidiary of the Borrower is required to become a Subsidiary Guarantor hereunder pursuant to Subsection 8.3(h) (Investments, Loan, Acquisitions, Etc.) above, the Borrower will take such action, and will cause each of its Subsidiaries, as applicable, to take such action, to cause the applicable Subsidiary of the Borrower to become a Subsidiary Guarantor hereunder and ensure that such Subsidiary of the Borrower is a guarantor of the Secured Obligations and that all of the equity and material assets (excluding real estate) of such Person and any equity interests of all direct Subsidiaries of such Person are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except Permitted Liens. Without limiting the generality of the foregoing, in the event a Subsidiary of the Borrower is required to become a Subsidiary Guarantor hereunder pursuant to Subsection 8.3(h) above, the Borrower shall: (i) cause such Subsidiary of the Borrower to execute and deliver a Subsidiary Suretyship, a Security Agreement and Pledge Agreement, or joinders to any of the foregoing, if applicable, UCC-1 financing statements or equivalent documentation under the laws of the jurisdiction of the applicable Loan Party, and such other documents as may be necessary to cause such Subsidiary of the Borrower to be a guarantor of the Secured Obligations and its material assets to be pledged to secure such guaranty (excluding real estate and subject to the Permitted Perfection Limitations); and (ii) will cause such Subsidiary of the Borrower to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Borrower pursuant to Section 4.1 (Conditions to Effectiveness) upon the Closing Date or as the Agent shall have requested, and to take such other action as the Agent shall request to perfect the security interest in the Capital Stock and material assets of such Subsidiary of the Borrower (excluding real estate) created pursuant to the Loan Documents.

Appears in 1 contract

Sources: Credit Agreement (Vishay Precision Group, Inc.)

Certain Obligations Respecting Subsidiaries. (a) Borrower willParent will take such action, and will cause each of its Material Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that each Parent, and all U.S. Subsidiaries (other than U.S. Subsidiaries that are Ventures) are guarantors of its Material Subsidiariesthe Secured Obligations and that all of the equity and material assets (other than Excluded Assets) of the Borrower and all Guarantors are subject to a first priority Lien securing the Secured Obligations, subject to no other Lien except as set forth on Schedule 3.9Permitted Liens and subject to Permitted Perfection Limitations. Without limiting the generality of the foregoing, is a wholly owned Subsidiary. Borrower will not permit in the event that Parent or any of its Subsidiaries to enter into, after shall form or acquire any new Subsidiary (which it shall only do in compliance with the date provisions of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon), the incurrence applicable Loan Party (if any), contemporaneously with the formation or payment acquisition of Indebtedness, such new Subsidiary: (a) will execute and deliver such documents as shall be necessary to cause (without duplication) all of the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition Capital Stock of any property or assets. new Venture owned by GB Ventures or, prior to consummation of the Permitted Nuvectra Spinoff, QIG, and any new U.S. Subsidiary and one hundred percent (100%) of the non-voting Capital stock and sixty-six percent (66%) of the voting Capital Stock of each new First-Tier Foreign Subsidiary of such Loan Party, in each case to be duly pledged (on a first-priority perfected basis to the extent required by the Loan Documents) to secure the Secured Obligations; (b) Borrower shall will cause such new U.S. Subsidiary (iother than a U.S. Subsidiary that is a Venture) cause any to execute and deliver a Subsidiary of Borrower designated after Suretyship Agreement (or a joinder thereto), joinders to the date hereof as an Unrestricted SubsidiarySecurity Agreements and Pledge Agreements, UCC-1 financing statements, and upon the repayment in full such other documents as may be necessary to cause such new U.S. Subsidiary (other than a U.S. Subsidiary that is a Venture) to be a guarantor of the Senior Notes all SubsidiariesSecured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty; and (c) will cause such new Subsidiary Guarantor to deliver such proof of corporate action, to guaranty incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by the Obligations Borrower pursuant to a Subsidiary Guaranty and grant Liens Section 4.1 (Conditions to Initial Funding) on its assets to the Closing Date or as the Administrative Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgageshall have requested, and to take such other action as the Administrative Agent shall reasonably request to perfect the security interest in the Capital Stock and material assets (iiother than Excluded Assets) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations new Subsidiary Guarantor so created pursuant to the Borrower Pledge Agreement; providedLoan Documents. For the avoidance of doubt, howeverand without limiting the generality of the foregoing, that this paragraph if any Venture shall become a wholly-owned U.S. Subsidiary of Parent (b) except, in the case of any Venture owned by QIG, only after March 31, 2016 if the Permitted Nuvectra Spinoff has not occurred), Parent shall not apply cause such wholly-owned U.S. Subsidiary to execute and deliver a Subsidiary Suretyship Agreement (or a joinder thereto), joinders to the Unrestricted Subsidiaries in existence on Security Agreements and Pledge Agreements, UCC-1 financing statements, and such other documents as may be necessary to cause such wholly-owned Subsidiary to be a guarantor of the date hereof, except as provided in the Borrower Pledge AgreementSecured Obligations and its material assets (other than Excluded Assets) to be pledged to secure such guaranty.

Appears in 1 contract

Sources: Credit Agreement (Greatbatch, Inc.)

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such action, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries), to take such action, from time to time as shall be necessary to ensure that such Subsidiaries of the Borrower are "Subsidiary Guarantors" under the Subsidiary Guarantee and the Security Documents. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (other than an Immaterial Subsidiary), after the Effective Date, the Borrower and its Subsidiaries will cause such new Subsidiary to: (i) become a "Subsidiary Guarantor" under the Subsidiary Guarantee and under the Security Agreement pursuant to an instrument satisfactory to the Administrative Agent; (ii) cause such Subsidiary to take such action (including delivering such shares of stock, executing and delivering such Uniform Commercial Code financing statements as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of the Property of such new Subsidiary (other than real Property interests) as collateral security for the obligations of such new Subsidiary thereunder; and (iii) deliver such proof of corporate action, incumbency of officers and other documents (other than opinions of counsel) as is consistent with those delivered by each Obligor pursuant to Section 6.01 on the Effective Date or as the Administrative Agent shall have reasonably requested; PROVIDED that if such Subsidiary is a Foreign Subsidiary, such Subsidiary shall not be required, to the extent any adverse tax consequence may result, to become a Subsidiary Guarantor under the Subsidiary Guarantee or a Securing Party under the Security Agreement and, if such Subsidiary is a direct Domestic Subsidiary of the Borrower or of a Domestic Subsidiary of the Borrower, the Borrower shall forthwith pledge, or cause such Subsidiary to pledge, to the Administrative Agent (for the benefit of the Lenders) under the relevant Security Document (or, at the request of the Administrative Agent, under a pledge or other similar agreement governed by the law of such Foreign Subsidiary's jurisdiction of organization) (x) 65% of the voting Capital Stock of such Foreign Subsidiary having ordinary voting power for the election of the board of directors of such Subsidiary and (y) 100% of all other stock of such Foreign Subsidiary. Notwithstanding the foregoing, the Administrative Agent may in its discretion waive the requirements of this paragraph (a) with respect to the Capital Stock or Property of any such Subsidiary to the extent CREDIT AGREEMENT that it determines that the costs of obtaining a Lien on such Capital Stock or Property are excessive in relation to the value of the security to be afforded thereby. (b) At the request of the Administrative Agent or (subject to the proviso at the end of this sentence) the Required Lenders in its or their sole discretion, any Obligor that owns or acquires any real property interest, including improvements having a fair market value (subject to the last sentence of this paragraph (b)) of $5,000,000 or more (including improvements upon any real property interest resulting in the fair market value of such interest together with such improvements being equal to $5,000,000 or more), then (subject, in the case of any real property that is subject to a Lien permitted under Section 8.06 hereof, to the delivery by the holder of such Lien of any necessary consent) it will or, as applicable, will cause the respective Subsidiary holding such real property interest, to execute and deliver in favor of the Administrative Agent a mortgage, deed of trust or similar instrument (as appropriate for the jurisdiction in which such respective real property is situated), all as reasonably requested by the Administrative Agent, pursuant to which such Obligor will create a Lien upon such real property interest (and improvements) in favor of the Administrative Agent for the benefit of the Lenders (and affiliates of Lenders) as collateral security for the obligations of the Obligors hereunder and under the other Credit Documents (and any obligations in respect of any Swap Agreement relating to interest rates owing by the Borrower or any Subsidiary to any Lender or any affiliate thereof), and will deliver (or, in the case of lienholder consents, will use its commercially reasonable efforts to cause the relevant lienholder(s) to deliver) such opinions of counsel, lienholder consents and title insurance policies as the Administrative Agent shall reasonably request in connection therewith, PROVIDED that the Administrative Agent in its discretion may waive the requirements of this paragraph (b) with respect to any real property to the extent that it determines that the costs of obtaining a Lien on such real property are excessive in relation to the value of the security to be afforded thereby. Notwithstanding the foregoing, if at any time the Borrower shall be required under this paragraph (b) to provide, or cause its Subsidiaries to provide, mortgage Liens on its owned real Property, the aggregate fair market value of owned real Property of the Borrower and its Subsidiaries (as reasonably determined by the Borrower) that shall be excluded from such requirements shall not exceed the greater of (i) $25,000,000 or (ii) 15% of the fair market value (as so determined) of all owned real Property of the Borrower and its Subsidiaries at such time. (c) The Borrower will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall reasonably be necessary requested by the Administrative Agent to ensure that each of its Material Subsidiaries, except as set forth on Schedule 3.9, is a wholly owned Subsidiary. Borrower will not permit any of its Subsidiaries to enter into, after effectuate the date purposes and objectives of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsSection 8. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Journal Register Co)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Parent will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Parent and each of its Material Subsidiaries at all times owns all of the issued and outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries). Without limiting the generality of the foregoing, the Parent shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (other than, subject to Section 9.12, an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Parent or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Parent, or any Subsidiary shall be acquired, the Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(v) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein (and in other property included as Collateral under the Security Documents) pursuant to the Security Documents. (b) The Majority Lenders shall have the right from time to time to require the Parent, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Parent as may be specified in such request (except for (i) any SPE, (ii) Upper Providence Venture I, L.P. (subject to compliance with the provisions of Section 9.14(v)), or (iii) (but only on each applicable Foreign Subsidiary Holdco Release Date) the applicable Foreign Subsidiary Holdco) to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties in form and substance satisfactory to the Majority Lenders, guaranteeing payment of Parent’s and the Company’s obligations hereunder. Any such request shall be made by the Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Parent shall, and shall cause the appropriate Subsidiaries of the Parent to, (i) execute and deliver to the Administrative Agent such number of copies as the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or which the Administrative Agent may reasonably request in order to confer upon and confirm to the Lenders the benefits of such security. (c) Notwithstanding anything to the contrary in this Section 9.21, except as set forth otherwise provided in Section 9.21(e): (I) no Excluded Subsidiary shall be required to be or become a party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Borrowers hereunder; (II) the Parent and its Subsidiaries shall not be required to pledge more than 66% of the total combined voting power of the Voting Stock of any Excluded Subsidiary directly held by Parent or Domestic Subsidiaries; (III) the Parent and its Subsidiaries shall not be required to pledge the stock of any other Excluded Subsidiary; (IV) the Parent and its Subsidiaries shall not be required to pledge the stock of Iron Mountain India Private Limited or Iron Mountain Services Private Limited (in each case provided such entity is not material to the business, assets, property or condition (financial or otherwise) of the Parent and its Subsidiaries taken as a whole); and (V) on Schedule 3.9, is each Foreign Subsidiary Holdco Release Date for each Foreign Subsidiary Holdco (x) such Foreign Subsidiary Holdco shall not be required to be or become a wholly owned Subsidiary. Borrower party to the Subsidiary Guarantee or otherwise Guarantee the obligations of the Borrowers hereunder and shall be released therefrom and (y) the Parent and its Subsidiaries shall not be required to pledge more than 66% of the total combined voting power of the Voting Stock of any such Foreign Subsidiary Holdco and any pledge of any Voting Shares of such Foreign Subsidiary Holdco in excess of such number shall be released. (d) The Parent will not permit any of its Subsidiaries (other than Excluded Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable Financing or Permitted Mortgage Financing permitted by the terms of this Agreement) to enter into, after the date of this AgreementClosing Date, any indenture, agreement, instrument or other arrangement, arrangement (other than any Collateral agreements governing Senior Unsecured Debt permitted under Section 9.08(iv) and the Senior Subordinated Debt Documents, ) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the granting of Liens, the sale, assignment, transfer or other disposition of Property (except for customary provisions restricting the granting of Liens on Property or the sale, assignment or other disposition of Property, to the extent (w) such provisions are contained in an agreement evidencing the payment of Indebtedness that is permitted under Section 9.08(v), (x) such Indebtedness is secured by a Lien permitted to exist under Section 9.13 and (y) such agreement prohibits the creation of any property or assetsother Lien on only the Property securing such Indebtedness as of the day such agreement was entered into). (be) Borrower Notwithstanding the other provisions of this Agreement, the Canadian Borrowers shall (i) cause any Subsidiary be required to pledge the Capital Stock owned by them of Borrower designated after the date hereof as an Unrestricted Subsidiary, their respective Subsidiaries and upon the repayment in full other property of the Senior Notes all Subsidiaries, to guaranty type constituting Collateral under the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Canadian Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply in each case to the Unrestricted Subsidiaries in existence on extent required by the date hereof, except as provided in the Canadian Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Iron Mountain Inc)

Certain Obligations Respecting Subsidiaries. (a) The Borrower will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that each all of its Material Subsidiaries, except the Borrower’s Subsidiaries are and remain owned as set forth on Schedule 3.9, is a wholly owned Subsidiary. Borrower will not permit any of its Subsidiaries to enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsdescribed in Section 5.12 hereof. (b) Borrower shall If a Person (iother than a Foreign Subsidiary) cause any becomes a Subsidiary of the Borrower designated after the date hereof as an Unrestricted SubsidiaryClosing Date, such Person shall become a party to the Subsidiary Guaranty. The following rules determine when such a Person must become a party to the Subsidiary Guaranty: (1) if a Default or Event of Default exists at the time the Person becomes a Subsidiary of the Borrower, the Person must become a party to the Subsidiary Guaranty within five Business Days after becoming a Subsidiary of the Borrower; (2) if a Default or Event of Default occurs after the Person becomes a Subsidiary of the Borrower but before the Person becomes a party to the Subsidiary Guaranty, the Person must become a party to the Subsidiary Guaranty within five Business Days after the occurrence of such Default or Event of Default; (3) in all other cases, the Person (and all other Subsidiaries of the Borrower, excluding Foreign Subsidiaries, who are not parties to the Subsidiary Guaranty) must become a party to the Subsidiary Guaranty upon the earlier to occur of: (A) when the aggregate amount of consideration paid (including, without limitation, Indebtedness assumed or guaranteed and the value of any stock or other securities issued) by the Borrower and/or its Subsidiaries for the Person – and for any other Persons (excluding Foreign Subsidiaries) who have become Subsidiaries of the Borrower since the Closing Date and who have not become parties to the Subsidiary Guaranty – exceeds the Threshold Amount; or (B) when the book value of the assets of such Person, and upon the repayment in full those of any other Persons (excluding Foreign Subsidiaries) who have become Subsidiaries of the Senior Notes all SubsidiariesBorrower since the Closing Date and who have not become parties to the Subsidiary Guaranty, to guaranty exceeds the Obligations pursuant to Threshold Amount. The parties agree that the Borrower, or a Subsidiary Guaranty of the Borrower, may, after the Closing Date, create a Subsidiary and grant Liens on its transfer assets to Agent for such Subsidiary (to the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgageextent such asset transfer is permitted under Section 6.10(e) hereof), and (ii) pledge the Stock of each that such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant Subsidiary need not become a party to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except Subsidiary Guaranty until such time as provided in the Borrower Pledge Agreementthis Section 6.9(b).

Appears in 1 contract

Sources: Credit Agreement (Cerner Corp /Mo/)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Company will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Material SubsidiariesSubsidiaries (other than Suiza Capital Trust, Suiza Capital Trust II and any Unrestricted Subsidiary) is a Wholly Owned Subsidiary, except for (i) issuances of capital stock upon exercise of warrants outstanding on the Effective Date and other issuances of capital stock to Alan ▇. ▇▇▇▇▇▇ ▇▇ Pete▇ ▇. ▇▇▇▇▇▇, ▇▇ both, to permit them to own in the aggregate up to 17-1/2% of the outstanding capital stock of Franklin Plastics, Inc., a Delaware corporation, and (ii) as set forth on Schedule 3.9otherwise may be permitted or agreed in connection with a Permitted Acquisition. In the event that any additional shares of stock, is partnership or other ownership interests (including, without limitation, warrants, options or other securities convertible into ownership interests) shall be issued by any Subsidiary (other than an Unrestricted Subsidiary) to an Obligor, the respective Obligor agrees forthwith to deliver to the Agent pursuant to the Security Agreement, Subsidiary Guarantee and Security Agreement or a wholly owned pledge agreement in form and substance satisfactory to the Agent all (or, in the case of a Foreign Subsidiary. Borrower , upon the request of the Agent up to 65% of such ownership interest acquired) of the certificates evidencing such shares of stock, partnership or other ownership interests (including, without limitation, warrants, options or other securities convertible into ownership interests) accompanied by undated stock powers or forms of transfer executed in blank and to take such other action including, without limitation, (A) supplementing the Security Agreement and/or supplementing the Subsidiary Guarantee and Security Agreement in a manner and in form and substance satisfactory to the Agent, (B) delivering to the Agent Uniform Commercial Code searches for each Supplemental Guarantor for each jurisdiction in which such Supplemental Guarantor conducts its respective business or in which any of its respective Properties are located (or otherwise as the Agent may reasonably request) and (C) filing appropriately completed and duly executed copies of Uniform Commercial Code Financing Statements, as the Agent shall request to perfect the security interest created therein pursuant to such Security Document. (b) The Company will not permit any of its Subsidiaries (other than Unrestricted Subsidiaries) to enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of Property; provided, that the foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement, (ii) customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or Property pending such sale, provided such restrictions and conditions apply only to the Subsidiary or Property that is to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any property agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or assetsconditions apply only to the Property securing such Indebtedness, (iv) restrictions or conditions as the result of the issuance of preferred stock by a Subsidiary pursuant to currently outstanding warrants for the acquisition thereof, (v) customary provisions in leases and other contracts restricting the assignment thereof, (vi) restrictions set forth in the Franklin Plastics Stockholders Agreement, (vii) restrictions set forth in the Amended and Restated Operating Agreement of Land-O-Sun Dairies, L.L.C., a Delaware limited liability company, with respect to the terms and conditions of the LOS Preferred Member Interests, (viii) restrictions set forth in any trust or other indenture executed by Suiza Capital Trust or Suiza Capital Trust II in connection with the issuance of the Trust Issued Securities, and (ix) any indenture agreement, instrument or other arrangement relating to the assets or business of any Subsidiary and existing prior to the consummation of the Permitted Acquisition in which such Subsidiary was acquired. (bc) Borrower The Company will take such action, and will cause each of its Subsidiaries (other than Garr▇▇▇, ▇▇y Foreign Subsidiary, Suiza Capital Trust II, any Unrestricted Subsidiary and any Subsidiary having no material assets formed with the intent of merging with or into a Person that will be a Subsidiary subject to this provision) to take such action, from time to time as shall be necessary to ensure that all such Subsidiaries of the Company are party to, as Obligors, the Subsidiary Guarantee and Security Agreement. Except as set forth above and without otherwise limiting the generality of the foregoing, in the event that the Company or any of its Subsidiaries shall form or acquire any new Subsidiary other than a Foreign Subsidiary or an Unrestricted Subsidiary or a Subsidiary hereafter formed to issue Trust Issued Securities, the Company or the respective Subsidiary will cause such new Subsidiary to (i) cause any become a party to the Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, Guarantee and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations Security Agreement pursuant to a Subsidiary Guaranty Joinder Agreement substantially in the form of Exhibit C-1 hereto or other written instrument in form and grant Liens on its assets substance satisfactory to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement andAgent, if applicable, a Mortgage, and (ii) pledge the Stock all of each such Unrestricted Subsidiaryits ownership interests (including, without limitation, warrants, options or other securities convertible into ownership interests) in its Subsidiaries and upon the repayment in full of the Senior Notes all SubsidiariesAffiliates, if any, to the Agent for the ratable benefit of Lenders the Lenders, except as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; otherwise provided herein and provided, however, that, upon the request of the Agent such Supplemental Guarantor shall pledge up to 65% of its ownership interests (including, without limitation, warrants, options or other securities convertible into ownership interests) in any Foreign Subsidiary; and provided, further, that this paragraph any Subsidiary not required to become a party to a Joinder Agreement hereunder shall pledge any ownership interests acquired (bbut, in the case of a Foreign Subsidiary, upon the request of the Agent up to 65% of such ownership interests, and other than interests in an Unrestricted Subsidiary) shall not apply to the Unrestricted Subsidiaries Agent for the benefit of the Lenders pursuant to an instrument in existence on form and substance satisfactory to the date hereofAgent and (iii) take such other action, except including without limitation, (A) delivering such proof of corporate action, incumbency of officers, opinions of counsel and other documents relating to the foregoing as provided the Agent shall reasonably request, (B) delivering to the Agent Uniform Commercial Code searches for each Supplemental Guarantor for each jurisdiction in which such Supplemental Guarantor conducts its respective business or in which any of its respective Properties are located (or otherwise as the Borrower Pledge AgreementAgent may reasonably request) and (C) such other documents or instruments as any Lender or the Agent shall have reasonably requested.

Appears in 1 contract

Sources: Credit Agreement (Suiza Foods Corp)

Certain Obligations Respecting Subsidiaries. (a) The Borrower will take such action, and will cause each of its Subsidiaries (other than Immaterial Subsidiaries), to take such action, from time to time as shall be necessary to ensure that such Subsidiaries of the Borrower are "Subsidiary Guarantors" under the Subsidiary Guarantee and the Security Documents. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary (other than an Immaterial Subsidiary), after the Amendment Effective Date, the Borrower and its Subsidiaries will cause such new Subsidiary to: (i) become a "Subsidiary Guarantor" under the Subsidiary Guarantee and under the Security Agreement pursuant to an instrument satisfactory to the Administrative Agent; (ii) cause such Subsidiary to take such action (including delivering such shares of stock, executing and delivering such Uniform Commercial Code financing statements as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of the Property of such new Subsidiary (other than real Property interests) as collateral security for the obligations of such new Subsidiary thereunder; and (iii) deliver such proof of corporate action, incumbency of officers and other documents (other than opinions of counsel) as is consistent with those delivered by each Obligor pursuant to Section 6.01 hereof on the Amendment Effective Date or as the Administrative Agent shall have reasonably requested; PROVIDED that if such Subsidiary is a Foreign Subsidiary, such Subsidiary shall not be required, to the extent any adverse tax consequence may result, to become a Subsidiary Guarantor under the Subsidiary Guarantee or a Securing Party under the Security Agreement and, if such Subsidiary is a direct Domestic Subsidiary of the Borrower or of a Domestic Subsidiary of the Borrower, the Borrower shall forthwith pledge, or cause such Subsidiary to pledge, to the Administrative Agent (for the benefit of the Lenders) under the relevant Security Document (or, at the request of the Administrative Agent, under a pledge or other similar agreement governed by the law of such Foreign Subsidiary's jurisdiction of organization) (x) 65% of the voting Capital Stock of such Foreign Subsidiary having ordinary voting power for the election of the board of directors of such Subsidiary and (y) 100% of all other stock of such Foreign Subsidiary. Notwithstanding the foregoing, the Administrative Agent may in its discretion waive the requirements of this paragraph (a) with respect to the Capital Stock or Property of any such Subsidiary to the extent that it determines that the costs of obtaining a Lien on such Capital Stock or Property are excessive in relation to the value of the security to be afforded thereby. (b) At the request of the Administrative Agent or (subject to the proviso at the end of this sentence) the Required Lenders in its or their sole discretion, any Obligor that owns or acquires any real property interest, including improvements having a fair market value (subject to the last sentence of this paragraph (b)) of $5,000,000 or more (including improvements upon any real property interest resulting in the fair market value of such interest together with such improvements being equal to $5,000,000 or more), then (subject, in the case of any real property that is subject to a Lien permitted under Section 8.06 hereof, to the delivery CREDIT AGREEMENT by the holder of such Lien of any necessary consent) it will or, as applicable, will cause the respective Subsidiary holding such real property interest, to execute and deliver in favor of the Administrative Agent a mortgage, deed of trust or similar instrument (as appropriate for the jurisdiction in which such respective real property is situated), all as reasonably requested by the Administrative Agent, pursuant to which such Obligor will create a Lien upon such real property interest (and improvements) in favor of the Administrative Agent for the benefit of the Lenders (and affiliates of Lenders) as collateral security for the obligations of the Obligors hereunder and under the other Credit Documents (and any obligations in respect of any Swap Agreement relating to interest rates owing by the Borrower or any Subsidiary to any Lender or any affiliate thereof), and will deliver (or, in the case of lienholder consents, will use its commercially reasonable efforts to cause the relevant lienholder(s) to deliver) such opinions of counsel, lienholder consents and title insurance policies as the Administrative Agent shall reasonably request in connection therewith, PROVIDED that the Administrative Agent in its discretion may waive the requirements of this paragraph (b) with respect to any real property to the extent that it determines that the costs of obtaining a Lien on such real property are excessive in relation to the value of the security to be afforded thereby. Notwithstanding the foregoing, if at any time the Borrower shall be required under this paragraph (b) to provide, or cause its Subsidiaries to provide, mortgage Liens on its owned real Property, the aggregate fair market value of owned real Property of the Borrower and its Subsidiaries (as reasonably determined by the Borrower) that shall be excluded from such requirements shall not exceed the greater of (i) $25,000,000 or (ii) 15% of the fair market value (as so determined) of all owned real Property of the Borrower and its Subsidiaries at such time. (c) The Borrower will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall reasonably be necessary requested by the Administrative Agent to ensure that each of its Material Subsidiaries, except as set forth on Schedule 3.9, is a wholly owned Subsidiary. Borrower will not permit any of its Subsidiaries to enter into, after effectuate the date purposes and objectives of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsSection 8. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Journal Register Co)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Company will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Material Subsidiaries at all times owns (i) all of the issued and outstanding shares of each class of Capital Stock of each of such Person's Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries) and (ii) more than 50% of the issued and outstanding shares of Capital Stock of each Person acquired pursuant to clauses (b) and (c) of Section 9.14(viii) hereof. Without limiting the generality of the foregoing, the Company shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (other than an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Company (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Company or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Company, or any Subsidiary shall be acquired, the Company agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(vii) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. (b) The Majority Lenders shall have the right from time to time to require the Company, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Company as may be specified in such request (except for any SPE) to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties, in form and substance satisfactory to the Majority Lenders, guaranteeing payment of the Company's obligations hereunder. Any such request shall be made by the Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Company shall, and shall cause the appropriate Subsidiaries of the Company to, (i) execute and deliver to the Administrative Agent such number of copies as set forth on Schedule 3.9, is the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or which the Administrative Agent may reasonably request in order to confer upon and confirm to the Lenders the benefits of such security. (c) Notwithstanding anything to the contrary in this Section 9.21: (I) no Excluded Subsidiary shall be required to be or become a wholly owned party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Company hereunder; (II) the Company and its Subsidiaries shall not be required to pledge more than 66% of the aggregate Voting Stock of such Excluded Subsidiary directly held by the Company or its Domestic Subsidiaries to the Administrative Agent under the Security Documents; and (III) the Company and its Subsidiaries shall not be required to pledge the stock of any other Excluded Subsidiary. Borrower . (d) The Company will not permit any of its Subsidiaries (other than Excluded Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable Financing permitted by the terms of this Agreement) to enter into, after the date of this Agreementhereof, any indenture, agreement, instrument or other arrangement, arrangement (other than any Collateral Documents, the Senior Subordinated Debt Indentures) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsProperty. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Iron Mountain Inc/Pa)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Company will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Material SubsidiariesSubsidiaries at all times owns (subject only to the Lien of the Security Documents) at least the same percentage of the issued and outstanding shares of each class of stock or partnership or other ownership interest of each of its Subsidiaries as is owned on the Restatement Date (or, except with respect to any Subsidiary acquired or organized after the date hereof, as set forth on Schedule 3.9of the date of such acquisition or organization). Without limiting the generality of the foregoing, none of the Company nor any of its Subsidiaries shall sell, transfer, pledge or otherwise dispose of any shares of stock or partnership or other ownership interest in any Subsidiary owned by them, nor permit any Subsidiary to issue any shares of stock of any class or partnership or other ownership interest whatsoever to any Person (other than to the Company or the immediate parent of such Subsidiary which is a wholly owned Wholly Owned Subsidiary of the Company). In the event that (a) any such additional shares of stock or partnership or other ownership interest shall be issued by any such Subsidiary or (b) the Company shall directly or indirectly create any new Material Subsidiary or Acquire any additional Material Subsidiary and shall thereby become the owner, directly or indirectly, of the shares of capital stock or partnership or other ownership interest of such new or additional Material Subsidiary, the Company agrees forthwith to deliver to the Administrative Agent pursuant to security documents satisfactory to the Banks, any shares, certificates of ownership, membership interests or other evidence of ownership, or other securities received as a result therefrom (together with undated stock or other powers executed in blank) and shall give, execute, deliver, file and/or record any financing statement, notice, instrument, document, agreement or other papers that may be necessary or desirable (in the judgment of the Administrative Agent) to create, preserve or validate the security interest created therein, including, without limitation, causing any or all of the Collateral (as defined in the Security Agreement and the In-Flight Guarantee and Security Agreement, respectively) to be transferred of record into the name of the Administrative Agent; PROVIDED that if any such Material Subsidiary is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Company need not pledge to the Administrative Agent more than 65% of the capital stock, partnership or other ownership interest in such Material Subsidiary. Borrower CREDIT AGREEMENT (b) The Company will not permit any of its Subsidiaries to enter into, after the date of this AgreementRestatement Date, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsProperty. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Be Aerospace Inc)

Certain Obligations Respecting Subsidiaries. (a) Borrower Except as permitted by Section 9.05 hereof, the Company will, and will cause each of its Material Restricted Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Material SubsidiariesRestricted Subsidiaries at all times own (subject only to the Lien of the Pledge Agreement) at least the same percentage of the issued and outstanding shares of each class of stock of each of such Restricted Subsidiaries the stock of which is subject to the Lien of the Pledge Agreement as is owned on the date hereof or, except in the case of New Wholly-Owned Subsidiaries created or acquired after the date hereof (other than 3189503, Canadian Forest Oil, and any Wholly-Owned Subsidiaries of such Persons), the stock of which are required to be subject to the Lien of the Pledge Agreement, 100% of each class of stock of each of such Subsidiaries (each of the Subsidiaries referred to above being herein called, a "PLEDGED SUBSIDIARY"). Without limiting the generality of the foregoing, none of the Company and its Restricted Subsidiaries will sell, transfer or otherwise dispose of any shares of stock in any Pledged Subsidiary owned by it, nor permit any Pledged Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Company or another Obligor). In the event that any such additional shares of stock are issued by any Pledged Subsidiary, the respective Obligor agrees forthwith to deliver to the U.S. Agent pursuant to the Pledge Agreement the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as set forth on Schedule 3.9, is a wholly owned Subsidiarythe U.S. Agent shall request to perfect the security interest created therein pursuant to the Pledge Agreement. Borrower The Company will not and will not permit any of its Restricted Subsidiaries to enter into, after the date of this Agreement, into any indenture, agreement, instrument or other arrangement, arrangement (other than any Collateral Documentsthe Indenture included in the Senior Subordinated Debt Documents as initially in effect, the Indenture included in the Canadian Forest Senior Subordinated Debt Documents and the Guarantee granted by Forest in relation thereto each as initially in effect) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of IndebtednessIndebtedness of the Company and its Restricted Subsidiaries, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsProperty. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Forest Oil Corp)

Certain Obligations Respecting Subsidiaries. (a) Borrower willshall take such action, and will shall cause each of its Material Subsidiaries to, to take such action action, from time to time as shall be necessary to ensure that each all Material Subsidiaries (other than any Tax Preferred Subsidiaries) are “Subsidiary Guarantors” hereunder. Without limiting the generality of its Material Subsidiariesthe foregoing, except as set forth on Schedule 3.9, is a wholly owned Subsidiary. in the event that Borrower will not permit or any of its Subsidiaries to enter into, after the date of this Agreement, shall form or acquire any indenture, agreement, instrument or other arrangement, new Material Subsidiary other than any Collateral Documentsa Tax Preferred Subsidiary, thatBorrower shall, directly and shall cause each of its Subsidiaries to, within 30 days (or indirectlysuch longer period as Administrative Agent may agree) after such formation or acquisition cause such new Material Subsidiary to take the following actions: (a) such Material Subsidiary will become a “Subsidiary Guarantor” hereunder by executing and delivering a Guaranty Agreement (or joinder thereto), prohibits or restrains, or has and become a “Grantor” under the effect of prohibiting or restraining, or imposes materially adverse conditions upon, Security Agreement by executing and delivering a supplement to the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assets.Security Agreement; (b) Borrower shall (ifurnish to Administrative Agent updated Schedules 3.6, 3.14, and 4.1(e) cause any Subsidiary with respect to such Material Subsidiary, in form and detail substantially consistent with those provided in respect of Borrower designated after on the date hereof as an Unrestricted Effective Date; (c) Borrower shall cause such Material Subsidiary (or the owner of the shares or other Equity Interests of such Material Subsidiary, as applicable) to take such action (including delivering certificates evidencing such Equity Interests, delivering such Uniform Commercial Code financing statements, executing and upon delivering security agreements for filing and recording in the repayment United States Patent and Trademark Office and the United States Copyright Office and executing and delivering Mortgages covering the real property (other than real property that is Excluded Real Property) and fixtures owned or leased by such Material Subsidiary) as shall be reasonably necessary or advisable in full the opinion of Administrative Agent, and in form and substance reasonably satisfactory to Administrative Agent, to create and perfect valid and enforceable Liens, subject to no other Liens except for Permitted Encumbrances, on substantially all of the Senior Notes property (other than property that is “Excluded Property” (as defined in the Security Agreement) and real property that is Excluded Real Property, if any) of such new Material Subsidiary and all Subsidiaries, to guaranty of the Obligations pursuant to a Equity Interests in such new Material Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as collateral security for the repayment Obligations to the extent substantially consistent with the Security Agreement and the Mortgages as then in effect; (d) with respect to each parcel of real property owned or held by such Material Subsidiary (other than real property that does not constitute Mortgaged Property, if any), Borrower shall cause each Material Subsidiary to execute and deliver to Administrative Agent an Environmental Indemnity Agreement and to provide to Administrative Agent such title reports and title insurance, appraisals, surveys and engineering, soils and other reports, environmental assessment reports, flood insurance certificates, and other documents and instruments as Administrative Agent or the Required Lenders (through Administrative Agent) shall reasonably request, each in scope, form and substance reasonably satisfactory to Administrative Agent, provided, however, that to the extent that Borrower or any of its Subsidiaries shall have otherwise received any of the Obligations foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to Administrative Agent; and (e) Borrower shall cause such new Material Subsidiary to deliver such proof of corporate action, incumbency of officers, opinions of counsel, “Know your customer” information and other documents as is consistent with those delivered by each Obligor pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge Section 4.1 on the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Effective Date or as Administrative Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreementshall have reasonably requested; provided, however, that the foregoing requirements of clauses (a) through (e) of this paragraph (b) Section 5.10 shall not apply to in connection with any new Tax Preferred Subsidiary, and Borrower shall only be required to, or cause the Unrestricted Subsidiaries in existence on Guarantor that is the date hereofowner of the Equity Interests of such Tax Preferred Subsidiary to, except take such action (including delivering certificates and transfer powers for such Equity Interests and delivering Uniform Commercial Code financing statements) as provided shall be necessary or advisable in the Borrower Pledge Agreementopinion of Administrative Agent, and in form and substance reasonably satisfactory to Administrative Agent, to create and perfect valid and enforceable Liens, subject to no other Liens except for Permitted Encumbrances, on 65% of the voting Equity Interests and 100% of the non-voting Equity Interests in each such new Tax Preferred Subsidiary as collateral security for the Obligations.

Appears in 1 contract

Sources: Credit Agreement (Wayne Farms, Inc.)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Parent will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Parent and each of its Material Subsidiaries at all times owns all of the issued and outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries, Upper Providence Venture I, L.P. and ▇▇▇▇▇▇ Data Management LLC). Without limiting the generality of the foregoing, the Parent shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (other than an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Parent or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Parent, or any Subsidiary shall be acquired, the Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(v) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral as defined in the Security Documents and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. (b) The Majority Lenders shall have the right from time to time to require the Parent, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Parent as may be specified in such request (except for any SPE) to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties, in form and substance satisfactory to the Majority Lenders, guaranteeing payment of Parent’s and the Company’s obligations hereunder. Any such request shall be made by the Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Parent shall, and shall cause the appropriate Subsidiaries of the Parent to, (i) execute and deliver to the Administrative Agent such number of copies as set forth on Schedule 3.9, is the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or which the Administrative Agent may reasonably request in order to confer upon and confirm to the Lenders the benefits of such security. (c) Notwithstanding anything to the contrary in this Section 9.21: (I) no Excluded Subsidiary shall be required to be or become a wholly owned party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Parent and the Company hereunder; (II) the Parent and its Subsidiaries shall not be required to pledge more than 66% of the aggregate Voting Stock of such Excluded Subsidiary directly held by the Parent or its Domestic Subsidiaries to the Administrative Agent under the Security Documents; and (III) the Parent and its Subsidiaries shall not be required to pledge the stock of any other Excluded Subsidiary. Borrower . (d) The Parent will not permit any of its Subsidiaries (other than Excluded Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable Financing or Permitted Mortgage Financing permitted by the terms of this Agreement) to enter into, after the date of this Agreementhereof, any indenture, agreement, instrument or other arrangement, arrangement (other than any Collateral the Senior Subordinated Debt Documents, ) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsProperty. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Iron Mountain Inc)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Parent will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Parent and each of its Material SubsidiariesSubsidiaries at all times owns all of the issued and outstanding shares of each class of Capital Stock of each of such Person’s Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries and Upper Providence Venture I, L.P.). Without limiting the generality of the foregoing, the Parent shall not, and shall not permit any of its Subsidiaries to, sell, transfer or otherwise dispose of any shares of stock in any Subsidiary (other than an Excluded Subsidiary) owned by them, nor permit any Subsidiary of the Parent (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Parent or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Parent, or any Subsidiary shall be acquired, the Parent agrees (so long as the certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(v) hereof, and in any event subject to clause (c) below) forthwith to deliver to the Administrative Agent pursuant to the Security Documents the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank as well as, in accordance with the Security Documents, promissory notes and intercompany notes specified as Collateral as defined in the Security Documents and shall take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Security Documents. (b) The Majority Lenders shall have the right from time to time to require the Parent, pursuant to a written request from the Administrative Agent, to cause such Subsidiaries of the Parent as may be specified in such request (except for any SPE and Iron Mountain Assurance Corporation) to become parties to the Subsidiary Guaranty or to execute and deliver such other guaranties, in form and substance satisfactory to the Majority Lenders, guaranteeing payment of Parent’s and the Company’s obligations hereunder. Any such request shall be made by the Majority Lenders in the good faith and reasonable exercise of their discretion. Within 30 days after any such request, the Parent shall, and shall cause the appropriate Subsidiaries of the Parent to, (i) execute and deliver to the Administrative Agent such number of copies as set forth on Schedule 3.9, is the Administrative Agent may specify of documents creating such guaranties and (ii) do all other things which may be necessary or which the Administrative Agent may reasonably request in order to confer upon and confirm to the Lenders the benefits of such security. (c) Notwithstanding anything to the contrary in this Section 9.21: (I) no Excluded Subsidiary shall be required to be or become a wholly owned party to the Subsidiary Guaranty or otherwise Guarantee the obligations of the Parent and the Company hereunder; (II) the Parent and its Subsidiaries shall not be required to pledge more than 66% of the aggregate Voting Stock of such Excluded Subsidiary directly held by the Parent or its Domestic Subsidiaries to the Administrative Agent under the Security Documents; (III) the Parent and its Subsidiaries shall not be required to pledge the stock of any other Excluded Subsidiary. Borrower ; and (IV) the Parent and its Subsidiaries shall not be required to pledge the stock of (1) Iron Mountain India Private Limited or (2) Iron Mountain Services Private Limited. (d) The Parent will not permit any of its Subsidiaries (other than Excluded Subsidiaries or any SPE acting pursuant to the terms of an Accounts Receivable Financing or Permitted Mortgage Financing permitted by the terms of this Agreement) to enter into, after the date of this Agreementhereof, any indenture, agreement, instrument or other arrangement, arrangement (other than any Collateral agreements governing Senior Unsecured Debt permitted under Section 9.08(iv) and the Senior Subordinated Debt Documents, ) that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsProperty. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Iron Mountain Inc)

Certain Obligations Respecting Subsidiaries. (a) The Borrower will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Material Subsidiaries, except as set forth on Schedule 3.9, the Subsidiaries of the Borrower is a wholly Wholly Owned Subsidiary (except for any stock or other equity interests of such Subsidiary which is owned by a third party as of the Effective Date, as listed in Schedule IV hereto). In the event that any additional shares of capital stock or other ownership interests shall be issued by any Subsidiary, the respective Obligor agrees forthwith to deliver to the Agent pursuant to the relevant Security Document the certificates evidencing such shares of stock or other ownership interests (in the case of a Foreign Subsidiary, only to the extent required under paragraph (b) below), if any, accompanied by undated stock or transfer powers executed in blank and to take such other action as the Agent shall request to perfect the security interest created therein pursuant to the relevant Security Document; PROVIDED that, in the event of any Domestic Subsidiary organized as a partnership or limited liability company, the Borrower shall cause each of the partners or members thereof, as the case may be, to enter into a pledge agreement in form and substance satisfactory to the Agent pursuant to which the Agent, on behalf of the Lenders, shall be granted a first priority perfected security interest in all of the equity interests of such partnership or limited liability company to secure the obligations owing to the Lenders hereunder and under the other Credit Documents, subject to no other Lien (and the organizational document for such partnership or limited liability company shall expressly authorize each such partner or member to so pledge its equity interests therein and shall contain no other restriction against the Agent enforcing such security interest and transferring such equity interests to a third party). (b) The Borrower will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Borrower are "Subsidiary Guarantors" under the Subsidiary Guarantee. Without limiting the generality of the foregoing, in the event that the Borrower or any of its Subsidiaries shall form or acquire any new Subsidiary after the date hereof, the Borrower and its Subsidiaries will cause such new Subsidiary to: (i) become a "Subsidiary Guarantor" under the Subsidiary Guarantee and under the Subsidiary Guarantor Security Agreement pursuant to an instrument satisfactory to the Agent; (ii) cause such Subsidiary to take such action (including delivering such shares of stock, executing and delivering such Uniform Commercial Code financing statements as shall be necessary to create and perfect valid and enforceable first priority Liens on substantially all of the Property of such new Subsidiary (other than real Property interests) as collateral security for the obligations of such new Subsidiary thereunder; and (iii) deliver such proof of corporate action, incumbency of officers and other documents (other than opinions of counsel) as is consistent with those delivered by each Obligor pursuant to Section 6.01 on the Effective Date or as the Agent shall have reasonably requested; PROVIDED that if such Subsidiary is a Foreign Subsidiary, such Subsidiary shall not be required to become a Subsidiary Guarantor under the Subsidiary Guarantee or a Securing Party under the Subsidiary Guarantor Security Agreement and, if such Subsidiary is a direct Domestic Subsidiary of the Borrower or of a Domestic Subsidiary of the Borrower, the Borrower shall forthwith pledge, or cause such Subsidiary to pledge, to the Agent (for the benefit of the Lenders) under the relevant Security Document (or, at the request of the Agent, under a pledge or other similar agreement governed by the law of such Foreign Subsidiary's jurisdiction of organization) (x) 65% of the voting capital stock of such Foreign Subsidiary having ordinary voting power for the election of the board of directors of such Subsidiary and (y) 100% of all other stock of such Foreign Subsidiary (c) The Borrower will not, and will not permit any of its Subsidiaries to to, enter into, after the date of this Agreement, incur or permit to exist any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of Property, in each case by any property or assets. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after Subsidiary; PROVIDED that the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) foregoing shall not apply to (i) restrictions and conditions imposed by law or by this Agreement, (ii) customary restrictions and conditions contained in agreements relating to the Unrestricted Subsidiaries sale of a Subsidiary pending such sale, provided such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (iii) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (iv) customary provisions in leases and other contracts entered into in the ordinary course of business restricting the assignment thereof and (v) any such restriction in existence on the date hereof, except as provided in the Borrower Pledge Agreementhereof and that could not have a Material Adverse Effect.

Appears in 1 contract

Sources: Credit Agreement (Journal Register Co)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Company will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that each Subsidiary of its Material Subsidiaries, except as set forth on Schedule 3.9, is a wholly owned Subsidiary. Borrower will not permit any of its Subsidiaries to enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, thatCompany is, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsa Wholly Owned Subsidiary (subject to Section 7.03). (b) Borrower After the Closing Date, the Company will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that (i) cause 100% of the outstanding equity interests of each Domestic Subsidiary owned by the Company or any other Domestic Subsidiary and (ii) 65% of Borrower designated the outstanding equity interests of each Foreign Subsidiary owned by the Company or any Domestic Subsidiary is pledged to the Collateral Agent pursuant to the Security Agreement. Subject to and in furtherance of the foregoing, in the event that any additional shares of capital stock or other certificated equity interests shall be issued by any such Subsidiary after the date hereof Closing Date, the Company agrees forthwith to deliver to the Collateral Agent pursuant to the Security Agreement the certificates evidencing such shares of stock or equity interests, as an Unrestricted the case may be, accompanied by undated stock (or transfer, as the case may be) powers executed in blank and to take such other action as the Collateral Agent shall request to perfect the security interest created therein pursuant to the Security Agreement. Senior Secured Credit Agreement 66 61 (c) After the Closing Date, the Company will take such action, and will cause each of its Domestic Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Domestic Subsidiaries of the Company which are directly owned by the Company or another Domestic Subsidiary are "Subsidiary Guarantors" under the Subsidiary Guarantee Agreement, and have assigned to the Collateral Agent for the benefit of the Secured Parties all of its right, title and interest in any Collateral held by such Domestic Subsidiary to the extent required herein or in any Security Document to which it is a party. Without limiting the generality of the foregoing, in the event that the Company or any of its Domestic Subsidiaries shall form or acquire any new Domestic Subsidiary after the Closing Date that shall constitute a Subsidiary hereunder, the Company or such Domestic Subsidiary, as the case may be, will cause such new Subsidiary to after the Closing Date: (i) become a "Subsidiary Guarantor" under the Subsidiary Guarantee Agreement, and upon an "Obligor" under the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations Security Agreement pursuant to a Subsidiary Guaranty Guarantee Assumption Agreement; (ii) cause such Subsidiary to take such action (including, without limitation, delivering such certificated equity interests and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement andexecuting and delivering such Uniform Commercial Code financing statements, if applicable, a Mortgage, ) as shall be necessary to create and (ii) pledge perfect valid and enforceable first priority Liens on substantially all of the Stock personal property of each such Unrestricted new Subsidiary, to the extent required herein or in any Security Document to which it is a party; and (iii) deliver such proof of corporate or other action, incumbency of officers, opinions of counsel and upon other documents as is consistent with those delivered by the repayment in full Subsidiaries of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations Company pursuant to Article IV or as reasonably requested by the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge AgreementAdministrative Agent.

Appears in 1 contract

Sources: Senior Secured Credit Agreement (Iridium Facilities Corp)

Certain Obligations Respecting Subsidiaries. (a) The Borrower will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower at all times owns (subject only to the Lien of the Security Instruments) all of the issued and outstanding shares of each class of stock of each of its Material Subsidiaries. Without limiting the generality of the foregoing, except as set forth on Schedule 3.9the Borrower shall not, is a wholly owned Subsidiary. Borrower will and shall not permit any of its Subsidiaries to enter intoto, after the date of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignmentsell, transfer or other disposition otherwise dispose of any property shares of stock in any Subsidiary owned by it, or permit any of its Subsidiaries to issue any shares of stock of any class whatsoever to any Person other than the Borrower. In the event that any such additional shares of stock shall be issued by any Subsidiary of the Borrower, the Borrower agrees forthwith to deliver to the Agent pursuant to the Security Instruments the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Agent shall request to perfect the security interest created therein pursuant to the Security Instruments. Promptly (but in any event within thirty (30) days) following the creation of any Subsidiary (other than a shell acquisition subsidiary with little or no assets. (b) of the Borrower shall following the Closing Date, or the acquisition of any Person by a Borrower or any Subsidiary thereof pursuant to which such Person becomes a direct or indirect Subsidiary of the Borrower, the Borrower (i) cause any Subsidiary of Borrower designated after shall notify the date hereof as an Unrestricted Subsidiary, and upon the repayment Agent in full writing of the Senior Notes all Subsidiaries, creation or acquisition of such Subsidiary (and the Agent shall promptly thereafter notify the Lenders) and (ii) shall cause such Subsidiary to guaranty become a guarantor of the performance of the Obligations pursuant and to execute and deliver a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement andand such other documents, if applicable, a Mortgage, in form and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant substance satisfactory to the Borrower Pledge Agreement; providedAgent, however, that this paragraph (b) as the Agent shall not apply reasonably require in order to confirm the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreementauthorization and enforceability of such guaranty.

Appears in 1 contract

Sources: Revolving Credit Agreement (American Dental Partners Inc)

Certain Obligations Respecting Subsidiaries. Section 9.22(a) of the Credit Agreement is hereby amended to read as follows: (a) Borrower The Company will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Material Subsidiaries at all times owns (subject only to the Lien of the Security Documents) (i) all of the issued and outstanding shares of each class of Capital Stock of each of such Person's Subsidiaries (other than, in each case, Capital Stock of Excluded Subsidiaries) and (ii) more than 50% of the issued and outstanding shares of Capital Stock of each Person acquired pursuant to clauses (b) and (c) of Section 9.14(viii) hereof. Without limiting the generality of the foregoing, except as set forth on Schedule 3.9the Company shall not, is a wholly owned Subsidiary. Borrower will and shall not permit any of its Subsidiaries to enter intoto, after the date of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignmentsell, transfer or other disposition otherwise dispose of any property or assets. shares of stock in any Subsidiary (bother than an Excluded Subsidiary) Borrower shall (i) cause owned by them, nor permit any Subsidiary of Borrower designated after the date hereof Company (other than an Excluded Subsidiary) to issue any shares of Capital Stock of any class whatsoever to any Person (other than to the Company or to another Wholly-Owned Subsidiary or pursuant to Section 9.12 hereof). In the event that any such additional shares of Capital Stock shall be issued by any Subsidiary of the Company, or any Subsidiary shall be acquired, the Company agrees (so long as an Unrestricted Subsidiarythe certificates evidencing such shares of stock are not subject to a lien permitted under Section 9.13(vii) hereof, and upon in any event subject to clause (c) below) forthwith to deliver to the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Administrative Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; providedSecurity Documents the certificates evidencing such shares of stock, however, that this paragraph (b) accompanied by undated stock powers executed in blank and shall not apply take such other action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge AgreementSecurity Documents."

Appears in 1 contract

Sources: Amendment No. 2 (Iron Mountain Inc /De)

Certain Obligations Respecting Subsidiaries. (a) The Borrower will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Borrower at all times owns (subject only to the Lien of the Security Instruments) all of the issued and outstanding shares of each class of stock of each of its Material Subsidiaries. Without limiting the generality of the foregoing, except as set forth on Schedule 3.9the Borrower shall not, is a wholly owned Subsidiary. Borrower will and shall not permit any of its Subsidiaries to enter intoto, after the date of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignmentsell, transfer or other disposition otherwise dispose of any property shares of stock in any Subsidiary owned by it, or assetspermit any of its Subsidiaries to issue any shares of stock of any class whatsoever to any Person other than the Borrower. In the event that any such additional shares of stock shall be issued by any Subsidiary of the Borrower, the Borrower agrees forthwith to deliver to the Agent pursuant to the Security Instruments the certificates evidencing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other action as the Agent shall request to perfect the security interest created therein pursuant to the Security Instruments. (b) Promptly (but in any event within thirty (30) days) following the creation of any Subsidiary (other than a shell acquisition subsidiary with little or no assets) of the Borrower following the Closing Date, or the acquisition of any Person by a Borrower or any Subsidiary thereof pursuant to which such Person becomes a direct or indirect Subsidiary of the Borrower, the Borrower (i) shall notify the Agent in writing of the creation or acquisition of such Subsidiary (and the Agent shall promptly thereafter notify the Lenders) and (ii) shall cause such Subsidiary to become a guarantor of the performance of the Obligations and to execute and deliver a Subsidiary Guaranty and a Subsidiary Security Agreement and such other documents, in form and substance satisfactory to the Agent, as the Agent shall reasonably require in order to confirm the authorization and enforceability of such guaranty. (c) Promptly (but in any event within thirty (30) days) following the creation of any Subsidiary (other than a shell acquisition subsidiary with little or no assets) of the Borrower following the Closing Date, or the acquisition of any Person by a Borrower or any Subsidiary thereof pursuant to which such Person becomes a direct or indirect Subsidiary of the Borrower, the Borrower shall (i) cause any such Subsidiary of Borrower designated after to grant to the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of the Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.a

Appears in 1 contract

Sources: Revolving Credit Agreement (American Dental Partners Inc)

Certain Obligations Respecting Subsidiaries. (a) Other than as permitted in Section 6.19 hereof, the Borrower will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that each all of its Material Subsidiaries, except the Borrower’s Guarantor Subsidiaries are and remain owned as set forth on Schedule 3.9, is a wholly owned Subsidiary. Borrower will not permit any of its Subsidiaries to enter into, after the date of this Agreement, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Payments, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsdescribed in Section 5.12 hereof. (b) Borrower shall (iSubject to the terms of Subsection 6.9(c) cause any below, if a Person becomes a Subsidiary of the Borrower designated after the date hereof as an Unrestricted SubsidiaryClosing Date, and the following rules determine when such a Person must become a party to the Subsidiary Guaranty: (1) if a Default or Event of Default exists at the time the Person becomes a Subsidiary of the Borrower, the Person must become a party to the Subsidiary Guaranty within five Business Days after becoming a Subsidiary of the Borrower; (2) if a Default or Event of Default occurs after the Person becomes a Subsidiary of the Borrower but before the Person becomes a party to the Subsidiary Guaranty, the Person must become a party to the Subsidiary Guaranty within five Business Days after the occurrence of such Default or Event of Default; (3) in all other cases, the Person must become a party to the Subsidiary Guaranty upon the repayment earlier to occur of: (A) when a Subsidiary individually is no longer an Immaterial Subsidiary; or (B) when two or more Immaterial Subsidiaries have, in full the aggregate, (1) total assets (as determined in accordance with GAAP but excluding goodwill, intangibles and inter-company accounts receivable) that exceed 2% of the Senior Notes all SubsidiariesConsolidated Total Assets (as determined in accordance with GAAP but excluding goodwill and intangibles) or (2) EBITDA (as determined in accordance with GAAP) in excess of 2% of Consolidated EBITDA (as determined in accordance with GAAP) (each of (1) and (2) are referred to herein as a “Threshold Amount”), in which case such number of Subsidiaries deemed Immaterial Subsidiaries immediately prior to guaranty the Obligations pursuant determination that the Threshold Amount has been exceeded (such Subsidiaries to a be selected by the Borrower in its sole discretion) must become party to the Subsidiary Guaranty (and grant Liens on its thereafter be deemed Guarantor Subsidiaries) as would cause the aggregate total assets to Agent for the ratable benefit of Lenders as security for the repayment or EBITDA of the Obligations pursuant remaining non-Guarantor, non-Foreign Subsidiaries to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge remain at or below the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge AgreementThreshold Amount.

Appears in 1 contract

Sources: Credit Agreement (Cerner Corp /Mo/)

Certain Obligations Respecting Subsidiaries. (a) Borrower The Company will, and will cause each of its Material Subsidiaries to, take such action from time to time as shall be necessary to ensure that the Company and each of its Material SubsidiariesSubsidiaries at all times owns (subject only to the Lien of the Security Documents) at least the same percentage of the issued and outstanding shares of each class of stock of each of its Subsidiaries as is owned on the Restatement Date. Without limiting the generality of the foregoing, except as set forth on Schedule 3.9none of the Company nor any of its Subsidiaries shall sell, transfer or otherwise dispose of any shares of stock in any Subsidiary owned by them, nor permit any Subsidiary to issue any shares of stock of any class whatsoever to any Person (other than to the Company or the immediate parent of such Subsidiary which is a wholly owned Wholly Owned Subsidiary of the Company). In the event that (a) any such additional shares of stock shall be issued by any such Subsidiary or (b) the Company shall create any new Subsidiary or Acquire any additional Subsidiary and shall thereby become the owner, directly or indirectly, of the shares of capital stock of such new or additional Subsidiary. Borrower , as the case may be, the Company agrees forthwith to deliver to the Administrative Agent pursuant to terms of the Revolving Credit Security Agreement the certificates representing such shares of stock, accompanied by undated stock powers executed in blank and shall take such other Credit Agreement 80 - 76 - action as the Administrative Agent shall request to perfect the security interest created therein pursuant to the Revolving Credit Security Agreement; provided that if any such Subsidiary is organized under the laws of a jurisdiction other than the United States of America or a State thereof, the Company need not pledge to the Administrative Agent more than 65% of the capital stock or other ownership interest in such Subsidiary and such pledge shall, at the request of the Majority Series A Lenders, be made either under the Revolving Credit Security Agreement or under a pledge or other agreement governed by the law of such Subsidiary's jurisdiction of organization. (b) The Company will not permit any of its Subsidiaries to enter into, after the date of this AgreementRestatement Date, any indenture, agreement, instrument or other arrangement, other than any Collateral Documents, arrangement that, directly or indirectly, prohibits or restrains, or has the effect of prohibiting or restraining, or imposes materially adverse conditions upon, the incurrence or payment of Indebtedness, the granting of Liens, the declaration or payment of dividends or other Restricted Paymentsdividends, the making of loans, advances or Investments or the sale, assignment, transfer or other disposition of any property or assetsProperty. (b) Borrower shall (i) cause any Subsidiary of Borrower designated after the date hereof as an Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to guaranty the Obligations pursuant to a Subsidiary Guaranty and grant Liens on its assets to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to a Subsidiary Security Agreement and, if applicable, a Mortgage, and (ii) pledge the Stock of each such Unrestricted Subsidiary, and upon the repayment in full of the Senior Notes all Subsidiaries, to Agent for the ratable benefit of Lenders as security for the repayment of the Obligations pursuant to the Borrower Pledge Agreement; provided, however, that this paragraph (b) shall not apply to the Unrestricted Subsidiaries in existence on the date hereof, except as provided in the Borrower Pledge Agreement.

Appears in 1 contract

Sources: Credit Agreement (Be Aerospace Inc)