Joinder by SPAC Merger Sub II and the SPAC. (a) Upon the execution and delivery by SPAC Merger Sub II and the Administrative Agent of a joinder agreement in the form of Exhibit H (the “Joinder Agreement”), SPAC Merger Sub II shall (i) become the Borrower and a Loan Party hereunder (and shall be subject to all of the terms, conditions, covenants, restrictions, Defaults and Events of Default contained herein (including the covenants contained in Articles V and VI and the Events of Default contained in Article VII) applicable to the Borrower) with the same force and effect as if originally named as the Borrower and a Loan Party herein and in each other Loan Document to which the Borrower is a party and (ii) shall assume, and be responsible for, all of the rights and obligations of the Borrower under this Agreement and each other Loan Document to which the Borrower is a party. In connection with the delivery of the Joinder Agreement, SPAC Merger Sub II shall execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Required Lenders or the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Security Documents. In addition, from time to time, SPAC Merger Sub II will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to such of its assets and properties as the Administrative Agent or the Required Lenders shall designate (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of SPAC Merger Sub II and its Subsidiaries (other than any Excluded Subsidiary), including real and other properties acquired subsequent to the Closing Date); provided that notwithstanding anything else in any Loan Document, in no event will any Loan Party be required to pledge or offer security in any Excluded Assets. Such security interests and Liens will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, and SPAC Merger Sub II shall deliver or cause to be delivered to the Lenders all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent or the Required Lenders shall reasonably request to evidence compliance with this Section. SPAC Merger Sub II agrees to provide such evidence as the Administrative Agent or the Required Lenders shall reasonably request as to the perfection and priority status of each such security interest and Lien. (b) Upon the execution and delivery by the SPAC and the Administrative Agent of the Joinder Agreement, the SPAC shall become a Guarantor and a Loan Party hereunder (and shall be subject to all of the terms, conditions, covenants, restrictions, Defaults and Events of Default contained herein (including the covenants contained in Articles V and VI and the Events of Default contained in Article VII) applicable to the Borrower, mutatis mutandis) with the same force and effect as if originally named as a Guarantor and a Loan Party herein and in each other Loan Document. In connection with the delivery of the Joinder Agreement, the SPAC shall execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust and delivering any certificates representing the Equity Interests issued by SPAC Merger Sub II accompanied by undated stock powers executed in blank) that may be required under applicable law, or that the Required Lenders or the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Security Documents. In addition, from time to time, the SPAC will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to such of its assets and properties as the Administrative Agent or the Required Lenders shall designate (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of the SPAC and its Subsidiaries (other than any Excluded Subsidiary), including real and other properties acquired subsequent to the Closing Date); provided that notwithstanding anything else in any Loan Document, in no event will any Loan Party be required to pledge or offer security in any Excluded Assets. Such security interests and Liens will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, and the SPAC shall deliver or cause to be delivered to the Lenders all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent or the Required Lenders shall reasonably request to evidence compliance with this Section. The SPAC agrees to provide such evidence as the Administrative Agent or the Required Lenders shall reasonably request as to the perfection and priority status of each such security interest and Lien. (c) The execution and delivery of the Joinder Agreement by SPAC Merger Sub II and the SPAC shall not require the consent of any Lender or any other Loan Party hereunder or under any other Loan Document. The rights and obligations of each Loan Party and each Secured Party hereunder shall remain in full force and effect notwithstanding the addition of SPAC Merger Sub II and the SPAC hereunder pursuant to the Joinder Agreement.
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Joinder by SPAC Merger Sub II and the SPAC. (a) Upon the execution and delivery by SPAC Merger Sub II and the Administrative Agent of a joinder agreement in the form of Exhibit H (which was executed by the Borrower, the Parent and the Administrative ||| 4134-8371-6675.14134-8371-6675 Agent on December 8, 2021, the “Joinder Agreement”), SPAC Merger Sub II shall (i) become the Borrower and a Loan Party hereunder (and shall be subject to all of the terms, conditions, covenants, restrictions, Defaults and Events of Default contained herein (including the covenants contained in Articles V and VI and the Events of Default contained in Article VII) applicable to the Borrower) with the same force and effect as if originally named as the Borrower and a Loan Party herein and in each other Loan Document to which the Borrower is a party and (ii) shall assume, and be responsible for, all of the rights and obligations of the Borrower under this Agreement and each other Loan Document to which the Borrower is a party. In connection with the delivery of the Joinder Agreement, SPAC Merger Sub II shall execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust) that may be required under applicable law, or that the Required Lenders or the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Security Documents. In addition, from time to time, SPAC Merger Sub II will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to such of its assets and properties as the Administrative Agent or the Required Lenders shall designate (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of SPAC Merger Sub II and its Subsidiaries (other than any Excluded Subsidiary), including real and other properties acquired subsequent to the Closing Date); provided that notwithstanding anything else in any Loan Document, in no event will any Loan Party be required to pledge or offer security in any Excluded Assets. Such security interests and Liens will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, and SPAC Merger Sub II shall deliver or cause to be delivered to the Lenders all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent or the Required Lenders shall reasonably request to evidence compliance with this Section. SPAC Merger Sub II agrees to provide such evidence as the Administrative Agent or the Required Lenders shall reasonably request as to the perfection and priority status of each such security interest and Lien.
(b) Upon the execution and delivery by the SPAC and the Administrative Agent of the Joinder Agreement, the SPAC shall become a Guarantor and a Loan Party hereunder (and shall be subject to all of the terms, conditions, covenants, restrictions, Defaults and Events of Default contained herein (including the covenants contained in Articles V and VI and the Events of Default contained in Article VII) applicable to the Borrower, mutatis mutandis) with the same force and effect as if originally named as a Guarantor and a Loan Party herein and in each other Loan Document. In connection with the delivery of the Joinder Agreement, the SPAC shall execute any and all further documents, financing statements, agreements and instruments, and take all further action (including filing Uniform Commercial Code and other financing statements, mortgages and deeds of trust and delivering any certificates representing the Equity Interests issued by SPAC Merger Sub II accompanied by undated stock powers executed in blank) that may be required under applicable law, or that the Required Lenders or the Administrative Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of the security interests created or intended to be created by the Security Documents. In addition, from time to time, the SPAC will, at its cost and expense, promptly secure the Obligations by pledging or creating, or causing to be pledged or created, perfected security interests with respect to such of its assets and properties as the Administrative Agent or the Required Lenders shall designate (it being understood that it is the intent of the parties that the Obligations shall be secured by substantially all the assets of the SPAC and its Subsidiaries (other than any Excluded Subsidiary), including real and other properties acquired subsequent to the Closing Date); provided that notwithstanding anything else in any Loan Document, in no event will any Loan Party be required to pledge or offer security in any Excluded Assets. Such security interests and Liens will be created under the Security Documents and other security agreements, mortgages, deeds of trust and other instruments and documents in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, and the SPAC shall deliver or cause to be delivered to the Lenders all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent or the Required Lenders shall reasonably request to evidence compliance with this Section. The SPAC agrees to provide such evidence as the Administrative Agent or the Required Lenders shall reasonably request as to the perfection and priority status of each such security interest and Lien.
(c) The execution and delivery of the Joinder Agreement by SPAC Merger Sub II and the SPAC shall not require the consent of any Lender or any other Loan Party hereunder or under any other Loan Document. The rights and obligations of each Loan Party and each Secured Party hereunder shall remain in full force and effect notwithstanding the addition of SPAC Merger Sub II and the SPAC hereunder pursuant to the Joinder Agreement. .
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Sources: Credit Agreement (Boxed, Inc.)