New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder. (ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Rayonier Advanced Materials Inc.), Revolving Credit Agreement (Rayonier Advanced Materials Inc.), Revolving Credit Agreement (Rayonier Advanced Materials Inc.)
New Subsidiaries. As soon as practicable but in any event within 30 days following the acquisition or creation (iby Division or otherwise) Within thirty (30) Business Days of the formation of any Restricted Domestic Subsidiary (other than an Excluded Subsidiary), acquisition of a Restricted or the time any existing Excluded Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement reasonably acceptable to the Required Lenders duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor, together with executed counterparts of each other Loan Document reasonably requested by the Required Lenders, including all Security Instruments and other documents necessary or reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause each to be filed such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit Gfinancing statements), and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Partypledge agreements, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreementcontrol agreements, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party Documents and original collateral (or, in the case of a FSHCO or a Foreign Subsidiary including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as may be necessary or reasonably required by the Administrative Agent or the Required Lenders all as necessary to establish and maintain a Foreign valid, perfected security interest in all Collateral in which such Domestic Subsidiary of a Loan Party organized under has an interest consistent with the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) terms of the total combined voting power of all classes Loan Documents;
(c) upon the request of the voting Capital Stock Required Lenders, an opinion of counsel to each such Foreign Domestic Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case addressed to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Administrative Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, acceptable to the extent requested by AgentAdministrative Agent and the Required Lenders, one or more each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel reasonably satisfactory delivered pursuant to AgentSection 5.01(a);
(d) current copies of the Organization Documents of each such Domestic Subsidiary, which in its opinion is together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and customary with respect to such the execution and delivery of documents described in this Section 7.12, all certified by the applicable documentation referred Governmental Authority or appropriate officer as the Required Lenders may elect; and
(e) with respect to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted any Subsidiary shall to become a Loan Party hereunder with the same force and effect as if originally named as Borrower hereunder, within three (3) Business Days prior to becoming a Loan Party herein. The execution and delivery of the Joinder Agreement Borrower (which shall not require the consent of any Loan Party the Required Lenders), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything other applicable anti-money laundering laws to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document extent such information is requested by the Administrative Agent or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation the Lenders reasonably promptly after written notice to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Administrative Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentsproposed joinder of a Borrower.
Appears in 3 contracts
Sources: Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Purple Innovation, Inc.), Credit Agreement (Purple Innovation, Inc.)
New Subsidiaries. With respect to any new Subsidiary (iother than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary) Within thirty created or acquired (30) Business Days of including, without limitation, upon the formation creation or acquisition of any Subsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Restricted SubsidiarySubsidiaries (which, acquisition for the purposes of a this paragraph, shall include any existing Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or that ceases to be an Excluded Unrestricted Subsidiary, Lead an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower shall notify Agent will, and will cause each of such event andits Restricted Subsidiaries to, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Restricted Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Restricted Subsidiaries, as applicable, (iii) cause each such new Restricted Subsidiary that is not an Excluded (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether closing certificate of such new Loan Party will Restricted Subsidiary, which certificate shall be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Administrative Agent, and (iiiiv) provide or cause to be provided to Agent all other customary and reasonable documentation if requested therebyby the Administrative Agent, including, deliver to the extent requested by AgentAdministrative Agent legal opinions relating to the matters described above, one or more which opinions of counsel shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 3 contracts
Sources: Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp)
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted SubsidiaryThe Borrower shall, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiaryits own expense, Lead Borrower shall notify Agent of such event andpromptly, promptly thereafter (and in any event within 30 days ten (10) Business Days after the formation or such longer period as Agent may agree) acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such new Restricted Person that becomes a direct or indirect Subsidiary that is not an Excluded Subsidiary after the date hereof to deliver to Agent (A) execute a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) pledge and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all agreement in form and substance reasonably satisfactory to the Administrative Agent, (iivi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to all new Restricted Subsidiaries that are directly intellectual property owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Person that becomes a direct or indirect Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require Borrower after the consent date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of any Loan Party or Lender hereunder. The rights the Collateral Agent for the benefit of the Lenders a valid, legal and obligations of each Loan Party hereunder shall remain perfected first-priority security interest in full force and effect notwithstanding lien on the addition of any Loan Party hereunder.
(ii) Notwithstanding anything Collateral subject to the contrary contained hereinSecurity Documents to be so filed, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute registered or recorded and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation evidence thereof delivered to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Administrative Agent or (B) is Excluded Assets or otherwise would not provided that no filing shall be required with respect to intellectual property if the Collateral owned by a Loan Party pursuant Administrative Agent determines that such property is not material to the terms business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Collateral DocumentsAdministrative Agent with respect to each such Person and the matters set forth in this section.
Appears in 3 contracts
Sources: Loan Agreement (Macquarie Infrastructure CO Trust), Loan Agreement (Macquarie Infrastructure CO LLC), Loan Agreement (Macquarie Infrastructure CO LLC)
New Subsidiaries. (ia) Within thirty Any new Subsidiary (30other than permitted Excluded Subsidiaries and Receivables SPVs) created or acquired by a Borrower as permitted under Section 7.04 shall become a Borrower hereunder. Such Subsidiary shall become a Borrower hereunder on or before the fifteenth (15th) Business Days Day after the end of the formation of any Restricted Subsidiary, acquisition of fiscal quarter in which such Subsidiary was created or acquired. A Subsidiary shall become a Restricted Subsidiary or at any time Borrower by (x) signing a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all joinder agreement in form and substance reasonably satisfactory to Agentthe Administrative Agent providing that such Subsidiary shall become a Borrower hereunder, and (y) providing such other documentation as the Administrative Agent may reasonably request, including, without limitation, (i) KYC Requirement Information with respect to such new Subsidiary, (ii) applicable documentation with respect to the conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party insurance required to provide to Agent a supplement be maintained pursuant to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock Loan Documents has been obtained and is in effect with respect to such new Restricted Subsidiary, together with insurance binders or other satisfactory certificates of insurance, (iv) the results of UCC searches with respect to such new Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (indicating no Liens other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO Permitted Liens and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, otherwise in each case form and substance satisfactory to the extent that such Capital Stock does not constitute Excluded Assets)Administrative Agent, as shall be requested by Agent together with appropriate certificates and powers or financing statements under (v) an opinion of in-house counsel to the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeParent, in form and substance reasonably satisfactory to the Administrative Agent, with respect to (x) each such new Subsidiary that is organized under California, Delaware and/or New York law, and (iiiy) provide or cause such joinder agreement and related documentation. In such event, the Administrative Agent is hereby authorized by the parties to be provided amend Schedule 1 to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each include such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with and the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain KYC Requirement Information in full force and effect notwithstanding the addition of any Loan Party hereunderrespect thereof.
(iib) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted The Parent shall at all times directly or indirectly through a Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms own all of the Collateral DocumentsEquity Interests of each of the Subsidiaries (other than the Excluded Subsidiaries).
Appears in 3 contracts
Sources: Revolving Credit and Term Loan Agreement (Waste Connections, Inc.), Credit Agreement (Waste Connections, Inc.), Term Loan Agreement (Waste Connections, Inc.)
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Parent Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, and (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings Borrower nor any Restricted Subsidiary of Holdings any Borrower shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ such Borrower’s or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Parent Borrower and Agent or (B) is Excluded Assets Property or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 3 contracts
Sources: Fourth Amended and Restated Revolving Credit Agreement (Gap Inc), Revolving Credit Agreement (Gap Inc), Revolving Credit Agreement (Gap Inc)
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and As soon as practicable but in any event within 30 days Business Days (or such longer period as the Administrative Agent may shall agree, in its discretion) following the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement acceptable to the Administrative Agent duly executed by such Subsidiary sufficient to cause such Domestic Subsidiary to become a Borrower (or, at Administrative Agent’s discretion, a Guarantor), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such Domestic Subsidiary;
(i) cause each Uniform Commercial Code financing statements naming such new Restricted Subsidiary that Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is not an Excluded Subsidiary necessary to deliver perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to Agent the extent such Lien may be perfected by Uniform Commercial Code filing, and (Aii) a Joinder Agreement pledge agreements, control agreements, Documents and original collateral (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunderincluding pledged Equity Interests, Securities and Instruments) and (B) a supplemental Guaranty in such other documents and agreements as may be reasonably required by the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Administrative Agent, all as necessary to establish and maintain a valid, perfected security interest in form and substance reasonably satisfactory to all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Administrative Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement an opinion of counsel to the U.S. Security Agreement or the applicable Canadian Security AgreementLoan Parties and their Subsidiaries (including, as applicablewithout limitation, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)Domestic Subsidiary) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case addressed to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Administrative Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to the Administrative Agent, each of which opinions may be in form and (iii) provide or cause substance, including assumptions and qualifications contained therein, substantially similar to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more those opinions of counsel reasonably satisfactory delivered pursuant to AgentSection 5.01(a);
(d) current copies of the Organization Documents of each such Domestic Subsidiary, which in its opinion is together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and customary with respect to such the execution and delivery of documents described in this Section 7.12, all certified by the applicable documentation referred Governmental Authority or appropriate officer, as applicable; and
(e) with respect to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted any Domestic Subsidiary shall to become a Loan Party hereunder with the same force Borrower or Guarantor hereunder, within three (3) Business Days prior to becoming a Borrower or Guarantor, all “know-your-customer” and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits customer due diligence documentation satisfactory to the Lenders of Holdings’ or to the extent such Restricted Subsidiary’s guaranty or security as reasonably determined information is requested by Lead Borrower and the Administrative Agent or (B) is Excluded Assets or otherwise would not be required with respect the Lenders reasonably promptly after written notice to the Collateral owned by a Loan Party pursuant to the terms Administrative Agent of the Collateral Documentsproposed joinder of a Borrower or Guarantor.
Appears in 2 contracts
Sources: Credit Agreement (Lifecore Biomedical, Inc. \De\), Credit Agreement (Lifecore Biomedical, Inc. \De\)
New Subsidiaries. With respect to any new Subsidiary (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted other than an Excluded Foreign Subsidiary or at an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any time a of its Subsidiaries (which, for the purposes of this paragraph, shall include any existing Subsidiary becomes a Restricted Subsidiary or that ceases to be an Excluded Foreign Subsidiary or an Immaterial Subsidiary), Lead the Borrower shall notify Agent will, and will cause each of such event andits Subsidiaries to, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is owned by the Borrower or any of its Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Subsidiaries, as applicable, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (but no security interest shall be granted n any real property that does not an Excluded Subsidiary constitute Material Real Property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether closing certificate of such new Loan Party will Subsidiary, which certificate shall be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Administrative Agent, and (iiiiv) provide or cause to be provided to Agent all other customary and reasonable documentation if requested therebyby the Administrative Agent, including, deliver to the extent requested by AgentAdministrative Agent legal opinions relating to the matters described above, one or more which opinions of counsel shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp)
New Subsidiaries. (ia) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary Subsidiary, the designation of a Designated Guarantor or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower Borrowers shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Credit Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G1.1(a), and to deliver to Agent such security documentsdocuments related to personalty, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan U.S. Credit Party or a Canadian Credit Party, cause such Loan Credit Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party it (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Credit Party organized under the laws of Canada (or any province or territory thereof)) that is not a CFCSpecified Entity), sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCOSubsidiary, in each case to the extent that such Capital Stock does not constitute Excluded AssetsProperty or Excluded Principal Property), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC Code or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Credit Party hereunder with the same force and effect as if originally named as a Loan Credit Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Credit Party or Lender hereunder. The rights and obligations of each Loan Credit Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Credit Party hereunder. For the avoidance of doubt and notwithstanding anything herein or in any other Loan Document to the contrary, no Excluded Subsidiary (other than a Designated Guarantor) shall execute a Guaranty or any Collateral Document in respect of, or otherwise guaranty or grant any Lien to secure, any Obligation of a U.S. Borrower or other U.S. Credit Party or of any “United States person” as defined in section 7701(a)(30) of the IRC.
(iib) Notwithstanding anything to the contrary contained herein, neither Holdings Borrower nor any Restricted Subsidiary of Holdings any Borrower shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) is restricted or prohibited by general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar principles, (B) is not within the legal capacity of Borrowers or such Subsidiary or would conflict with the fiduciary duties of its directors or contravene any legal prohibition or result in personal or criminal liability on the part of any officer, (C) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ such Borrower’s or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Parent Borrower and Agent or (BD) is Excluded Assets Property or Excluded Principal Property or otherwise would not be required with respect to the Collateral owned by a Loan Credit Party pursuant to the terms of the Collateral Documents.
Appears in 2 contracts
Sources: Revolving Loan Credit Agreement (XPO Logistics, Inc.), Revolving Loan Credit Agreement (XPO Logistics, Inc.)
New Subsidiaries. (ia) Within thirty ten (3010) Business Days of the formation of any Restricted SubsidiarySubsidiary of any Credit Party, acquisition of a Restricted Subsidiary of any Credit Party or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower Credit Parties, or any of them, as appropriate, shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not a Domestic Subsidiary (other than an Excluded Domestic Subsidiary) to join this Agreement as a Credit Party by providing to Agent a joinder agreement, in form and substance reasonably satisfactory to Agent, (ii) cause each such new Restricted Subsidiary that is a Domestic Subsidiary (other than an Excluded Domestic Subsidiary) to deliver to Agent a Guaranty, a supplement to the Security Agreement, a supplement to the Pledge Agreement, and such other security documents (A) a Joinder Agreement including, without limitation, any mortgage, deed to secure debt or deed of trust where such Restricted Subsidiary owns real property and an appraisal (which Joinder Agreement will specify whether such new Loan Party will shall be a “Designated Borrower” hereundercompliant with FIRREA to the extent required by applicable law as determined by Agent) and (BFlood Insurance with respect to any Mortgaged Property as required by Section 6.9, as applicable) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documentsreasonably requested by Agent, together with appropriate UCC-1 financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (iiiii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Credit Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Pledge Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock direct and beneficial interests in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary the pledge of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFCdirect Foreign Subsidiary, sixty-five percent (65%) of the total combined voting power of all classes of the issued and outstanding voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), Subsidiary) as shall be requested by Agent Agent, together with appropriate certificates and powers or financing statements under the UCC Code (or the PPSA, as applicable, any similar document required under personal property security laws of Mexico) or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iiiiv) provide or cause to be provided to Agent all other customary and reasonable documentation requested therebydocumentation, including, to the extent requested by Agent, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement joinder agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Credit Party hereunder with the same force and effect as if originally named as a Loan Credit Party herein. The execution and delivery of the Joinder Agreement joinder agreement shall not require the consent of any Loan Credit Party or Lender hereunder. The rights and obligations of each Loan Credit Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Credit Party hereunder. Any document, agreement or instrument executed or issued pursuant to this Section 6.15 shall be a “Loan Document” for purposes of this Agreement.
(iib) Notwithstanding anything to the contrary contained herein, neither Holdings no Borrower nor any Restricted Subsidiary of Holdings any Borrower shall be required to to:
(i) execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) is restricted or prohibited by general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar principles, (B) would result in material adverse tax consequences; provided, however, that utilization of the net operating losses of the Credit Parties shall be excluded from Borrower Representative’s determination of whether any such joinder, pledge, mortgage or other grant of security interest would result in material adverse tax consequences to the Credit Parties, (C) is not within the legal capacity of Borrowers or such Subsidiary or would conflict with the fiduciary duties of its directors or contravene any legal prohibition or result in personal or criminal liability on the part of any officer or (D) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ such Borrower’s or such Restricted Subsidiary’s guaranty or security security; or
(ii) pledge as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party any assets excluded therefrom pursuant to the terms relevant Collateral Documents (including, for the avoidance of doubt, more than 65% of the Collateral Documentstotal combined voting power of all classes of the issued and outstanding Stock entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by any Borrower or any of the Credit Parties which is a Domestic Subsidiary.
Appears in 2 contracts
Sources: Revolving Loan Credit Agreement (Visteon Corp), Revolving Loan Credit Agreement (Visteon Corp)
New Subsidiaries. (i) Within thirty (30) Business Days New Issuances of Capital Stock. ------------------------------------------------ Contemporaneously with the formation creation or acquisition of any Restricted Subsidiary, acquisition Subsidiary of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)Subsidiary) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to AgentBorrower shall, and shall cause each of its Subsidiaries to:
(iiia) provide grant or cause to be provided granted to Agent Administrative Agent, for the benefit of the Agents and the Lenders, a perfected, first priority security interest in all other customary and reasonable documentation requested thereby, including, Capital Stock in such Subsidiary owned by Borrower or its Domestic Subsidiaries (to the extent requested such Capital Stock is not already so pledged to Administrative Agent);
(b) cause each such Subsidiary to Guarantee the payment and performance of the Obligations by executing and delivering to Administrative Agent an appropriate Guaranty; and
(c) cause each such Subsidiary to execute and deliver to Administrative Agent an appropriate Security Agreement and such other Security Documents as Administrative Agent may reasonably request to grant Administrative Agent, one for the benefit of the Agents and the Lenders, a perfected, first priority Lien (except for Permitted Liens, if any) on all Property of such Subsidiary in order to secure such Subsidiary's Guaranty. Contemporaneously with the issuance of any additional Capital Stock of any Subsidiary of Borrower, Borrower shall, and shall cause each of its Subsidiaries to, grant or more opinions of counsel reasonably satisfactory cause to be granted to Administrative Agent, which in its opinion is appropriate and customary with respect to such execution and delivery for the benefit of the applicable documentation referred Agents and the Lenders, a perfected, first priority security interest in all Capital Stock in such Subsidiary owned by Borrower, or any Subsidiary of Borrower (to abovethe extent such Capital Stock are already not so pledged to Administrative Agent). Upon execution and delivery Borrower covenants that none of the Joinder Agreement by each Capital Stock to be pledged in accordance with this Section 7.3 shall be subject to any transfer ----------- restriction, shareholders' agreement, or other restriction except for such new Restricted Subsidiaryrestrictions under applicable securities laws and such restrictions, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect if any, as if originally named as a Loan Party hereinmay be reasonably acceptable to Administrative Agent. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained hereinin this Section 7.3, (i) neither Holdings Borrower nor any Restricted ----------- Subsidiary of Holdings Borrower shall be required obligated to execute pledge more than 65% of each class of the issued and deliver outstanding capital stock of any joinder agreementForeign Subsidiary that is a direct, Guaranty, Collateral Document wholly-owned Subsidiary of Borrower or any other document its Domestic Subsidiaries or ▇▇▇▇▇ ▇ ▇▇▇▇ in to pledge any Capital Stock of any Subsidiary of any such Foreign Subsidiaries, (ii) no Foreign Subsidiary shall be obligated to execute a Guaranty guaranteeing payment or other property held by it if such action performance of the Obligations, and (Aiii) for reasons no Foreign Subsidiary shall be obligated to execute a Security Agreement securing payment or performance of cost, legal limitations or other matters is unreasonably burdensome the Obligations. In connection with and in relation addition to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead foregoing, Borrower and its Subsidiaries shall execute and/or deliver such further agreements, documents and instruments (including, without limitation, stock certificates, stock powers, and financing statements) as Administrative Agent or (B) is Excluded Assets or otherwise would not may reasonably request in order for it to obtain and maintain the perfected, first priority Liens to be required granted in accordance with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.this Section 7.3. -----------
Appears in 2 contracts
Sources: Credit Agreement (Renaissance Worldwide Inc), Credit Agreement (Renaissance Worldwide Inc)
New Subsidiaries. (i) Within thirty (30) Business Days days of the formation acquisition or creation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases cause to be an Excluded Subsidiarydelivered to the Agent for the benefit of the Lenders each of the following:
(a) a Facility Guaranty executed by such Subsidiary substantially in the form of EXHIBIT I;
(b) if such Subsidiary is a corporation or is a partnership that has issued certificates evidencing ownership of Partnership Interests, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether the Pledged Stock or, if applicable, certificates of ownership of such new Loan Party will be a “Designated Borrower” hereunder) Partnership Interests, together with duly executed stock powers or powers of assignment in blank affixed thereto, and (B) if such Collateral shall be owned by a supplemental Guaranty Subsidiary which has not then executed and delivered to the Agent a Security Instrument from the owner of such Collateral granting a Lien to the Agent in such Collateral, a Pledge Agreement in substantially the form attached hereto as Exhibit Gof EXHIBIT J-1, and to deliver to Agent such security documents, together with appropriate financing statementsrevisions as to the identity of the pledgor and securing the obligations of such pledgor under its Facility Guaranty; PROVIDED, reasonably requested by AgentHOWEVER, all if the Pledge Agreement has been terminated pursuant to SECTION 4.2(b), the delivery of the instruments set forth in form and substance reasonably satisfactory to Agentthis clause (b) shall not be required;
(c) if such Subsidiary is a partnership not described in clause (b) immediately above, (iiA) the certificate of the registrar of such partnership with respect to all new Restricted Subsidiaries that are directly the registration of the Lien on Partnership Interests, and (B) if such Collateral shall be owned in whole or in part by a Loan PartySubsidiary who has not then executed and delivered to the Agent a Security Instrument from the owner of such Collateral granting a Lien to the Agent in such Collateral, cause a Pledge Agreement in substantially similar form of EXHIBIT J-2, with appropriate revisions as to the identity of the pledgor and securing the obligations of such Loan Party pledgor under its Facility Guaranty; PROVIDED, HOWEVER, if the Pledge Agreement has been terminated pursuant to provide to Agent SECTION 4.2(b), the delivery of the instruments set forth in this clause (c) shall not be required;
(d) a supplement to the U.S. appropriate schedule attached to the appropriate Security Instruments listing the additional Collateral, certified as true, correct and complete by the Authorized Representative (provided that the failure to deliver such supplement shall not impair the rights conferred under the Security Instruments in after acquired Collateral); PROVIDED, HOWEVER, if the Pledge Agreement or has been terminated pursuant to SECTION 4.2(b), the applicable Canadian Security Agreement, as applicable, providing for the pledge delivery of the Capital Stock instruments set forth in such new Restricted this clause (d) shall not be required;
(e) an opinion of counsel to the Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) dated as of the total combined voting power date of all classes delivery of the voting Capital Stock of such Foreign Subsidiary or FSHCO Facility Guaranty and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, other Loan Documents provided for in each case this SECTION 8.19 and addressed to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, acceptable to the extent requested by Agent, one or more Agent but similar in scope to that opinion delivered pursuant to SECTION 6.1(a)(ii) (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel reasonably satisfactory delivered pursuant to AgentSECTION 6.1(a)); and
(f) current copies of the Organizational Documents and Operating Documents of such Subsidiary, which in its opinion is minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable law, of the shareholders) of such Subsidiary authorizing the actions and customary with respect to such the execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain documents described in full force and effect notwithstanding the addition of any Loan Party hereunderthis SECTION 8.19.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement (Coca Cola Bottling Group Southwest Inc), Credit Agreement (Texas Bottling Group Inc)
New Subsidiaries. With respect to any new Subsidiary (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted other than an Excluded Foreign Subsidiary or at an Immaterial Subsidiary) created or acquired after the Effective Date by the Borrower or any time a of its Subsidiaries (which, for the purposes of this paragraph, shall include any existing Subsidiary becomes a Restricted Subsidiary or that ceases to be an Excluded Foreign Subsidiary or an Immaterial Subsidiary), Lead the Borrower shall notify Agent will, and will cause each of such event andits Subsidiaries to, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is not an Excluded owned by the Borrower or any of its Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Subsidiaries, as applicable, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether closing certificate of such new Loan Party will Subsidiary, which certificate shall be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Administrative Agent, and (iiiiv) provide or cause to be provided to Agent all other customary and reasonable documentation if requested therebyby the Administrative Agent, including, deliver to the extent requested by AgentAdministrative Agent legal opinions relating to the matters described above, one or more which opinions of counsel shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp)
New Subsidiaries. With respect to any new Subsidiary created or acquired after the Closing Date by any Borrower or any of its Subsidiaries, such Borrower or such Subsidiary shall promptly:
(i) Within thirty (30) Business Days execute and deliver to the Collateral Agent such amendments to the Security Documents or such other documents as the Collateral Agent deems necessary or advisable to grant in favor of the formation of any Restricted SubsidiaryCollateral Agent, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent Security Interest in all Equity Interests of such event and, promptly thereafter (and in any event within 30 days new Subsidiary that are owned by such Borrower or such longer period as Agent may agreeSubsidiary;
(ii) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to the Collateral Agent the certificates (Aif any) a Joinder Agreement (which Joinder Agreement will specify whether representing such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documentsEquity Interests, together with appropriate financing statementsundated stock or other analogous powers, reasonably requested in blank, executed and delivered by an Authorized Officer of such Borrower or such Subsidiary, as the case may be;
(iii) cause such new Subsidiary to become a party to this Agreement as a Subsidiary Guarantor, and take such actions as the Collateral Agent deems necessary or advisable to grant in favor of the Collateral Agent, all a Security Interest in form and substance reasonably satisfactory the property of such new Subsidiary in respect of which such new Subsidiary is legally entitled to grant a Security Interest to the Collateral Agent, ;
(iiiv) with respect deliver to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to the Collateral Agent a supplement certificate of the Secretary or an Assistant Secretary of such new Subsidiary as to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing matters set forth in Section 5.1(k) (together with appropriate attachments) and a copy of a good standing certificate for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized if such concept does not exist under the laws of Canada (or any province or territory thereof)) that is such new Subsidiary’s jurisdiction of organization, a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case reasonable equivalent to the extent that such Capital Stock does not constitute Excluded Assetsavailable or practicable), as dated a date reasonably acceptable to the Collateral Agent; and
(v) deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance substance, and from counsel, reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral DocumentsAgent.
Appears in 2 contracts
Sources: Credit Agreement (Transatlantic Petroleum Ltd.), Credit Agreement (Transatlantic Petroleum Ltd.)
New Subsidiaries. (i) Within thirty (30) Business Days On each Guarantor Date, the Company will notify the Agent of the formation identity of any Restricted domestic Subsidiary (other than a Non-Guarantor Subsidiary) created, acquisition acquired or capitalized in accordance with the terms and provisions hereof (whether pursuant to a Permitted Acquisition or otherwise) or of the existence of any domestic Subsidiary of the Company (other than a Restricted Subsidiary or at any time Non-Guarantor Subsidiary) that is not already a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded SubsidiaryGuarantor, Lead Borrower and the Company shall, and shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary, to (a) cause such Subsidiary that is not an Excluded Subsidiary (other than Non-Guarantor Subsidiaries) to execute and deliver to the Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (Bb) a supplemental Guaranty in cause such Subsidiary (other than Non-Guarantor Subsidiaries) to deliver, or execute and deliver, as applicable, to the form attached hereto as Exhibit GAgent appropriate corporate resolutions, opinions and to deliver to Agent such security documents, together with appropriate financing statements, other documentation reasonably requested by Agent, all the Agent in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to the Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon Joinder Agreement; provided, however, that, if such Subsidiary’s execution and delivery of the Joinder Agreement with respect thereto would result in material adverse tax consequences to the Company and its Subsidiaries (as reasonably determined by each the Company in consultation with the Agent) as a consequence of the operation of Section 956 of the Internal Revenue Code, then, for so long as such new Restricted Subsidiaryconsequence would pertain, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreementthe Joinder Agreement, Guarantyor deliver the related resolutions, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock opinions or other property held by it if such action (A) documents, under this Section 7.15. If any Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation any reason and to the benefits extent any such Non-Guarantor Subsidiary may do so without violating federal, state or local laws or regulations applicable to it, the Company shall notify the Agent thereof on the next Guarantor Date and cause such Subsidiary promptly after such Guarantor Date to execute and deliver to the Lenders of Holdings’ or Agent a Joinder Agreement and such Restricted Subsidiary’s guaranty or security other opinions, resolutions and other documentation as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required provided above with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentsnew Subsidiaries.
Appears in 2 contracts
Sources: Second Amendment (CBIZ, Inc.), Credit Agreement (CBIZ, Inc.)
New Subsidiaries. The Borrower shall not, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than those listed on Schedule 6.5, except as specifically provided in the definition of “Approved Restructuring”. Notwithstanding the foregoing, Borrower may create a new Subsidiary if such new Subsidiary: (i) Within thirty is formed to effect, or is acquired in, a Permitted Acquisition or (30ii) Business Days is formed as a Permitted Subsidiary Formation, in which case within ten (10) days after such formation or acquisition, the Borrower shall:
(a) pledge the Capital Stock of such additional Subsidiary (if domestic) to the Agent;
(b) execute and deliver to the Agent stock transfer powers executed in blank with signatures guaranteed as the Agent shall request and such UCC-1 financing statements (as furnished by the Agent) in any jurisdiction in which such filing is necessary to perfect the Agent’s Liens in such Capital Stock, and deliver such other items as are reasonably requested by the Agent in connection with the foregoing pledge, including resolutions, incumbency and officers’ certificates, opinions of counsel, search reports and other certificates and documents;
(c) cause such domestic Subsidiary (if domestic) to furnish each of the formation of any Restricted Subsidiaryfollowing to the Agent:
(i) a Subsidiary Guaranty, acquisition of or if such documents already exist, a Restricted Subsidiary or at any time a duly executed notice and assumption agreement in form and substance acceptable to Agent, pursuant to which such Subsidiary becomes a Restricted party to the Subsidiary or ceases to be Guaranty (an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter “Additional Guarantor Assumption Agreement”);
(and in any event within 30 days or such longer period as Agent may agreeii) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder copies of the resolutions of the board of directors (or equivalent governing body) of such Subsidiary approving and authorizing the execution, delivery and performance by such Subsidiary of its Subsidiary Guaranty or the Additional Guarantor Assumption Agreement and this Agreement and any other applicable Loan Documents, certified as of the date of such Additional Guarantor Assumption Agreement (which Joinder Agreement will specify whether the “Additional Guarantor Accession Date”) by the Secretary or an Assistant Secretary (or other appropriate officer) of such new Loan Party will be a “Designated Borrower” hereunder) and Subsidiary; (B) a supplemental Guaranty in certificate of the form attached hereto as Exhibit G, Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreementperform, as applicable, providing for the pledge its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (C) copies of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party articles or certificate of incorporation and bylaws (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property organizational documents) of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or moveable property registries Assistant Secretary (or other documents necessary appropriate officer) of such Subsidiary as of the Additional Guarantor Accession Date; and (D) an opinion of counsel to perfect such pledgeSubsidiary and addressed to the Lender, in form and substance reasonably satisfactory acceptable to Agent, and ; and
(iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, (A) such amendments to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory schedules to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings Documents as shall be required to execute in connection with the accession of such Subsidiary thereto; and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) authorization to pre-file UCC-1 financing statements in any jurisdiction in which such filing is Excluded Assets or otherwise would not necessary for Agent to perfect its liens in the personal property assets of such Subsidiary and in which the Agent shall request that such filing be required with respect made; and
(d) have executed and delivered to the Collateral owned Agent such other items as reasonably requested by a Loan Party pursuant to the terms of Agent in connection with the Collateral Documentsforegoing, including officers’ certificates, search reports and other certificates and documents.
Appears in 2 contracts
Sources: Credit Agreement (Spansion Inc.), Credit Agreement (Advanced Micro Devices Inc)
New Subsidiaries. The Borrowers shall, at their own expense promptly, and in any event (ix) Within thirty within ten (3010) Business Days of after the formation or acquisition of any Restricted Subsidiary, acquisition of a Restricted Domestic Subsidiary or at any time a Foreign Subsidiary becomes a Restricted Subsidiary and (y) within 30 days after the Closing Date with respect to any Phased-Out Entities (except to the extent such Phased-Out Entity has been merged out of existence or ceases to be an Excluded Subsidiary, Lead Borrower shall dissolved): (A) notify the Administrative Agent of such event andin writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(vii)), promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (iB) cause each Domestic Subsidiary and each other Loan Party (other than a Foreign Subsidiary), as applicable, to become a party to the Guaranty, the Environmental Indemnity Agreement, the Security Agreement, the Intellectual Property Security Agreement and each other applicable Security Document in accordance with the terms thereof, execute additional Security Documents if requested by the Administrative Agent and amend the Security Documents as appropriate in light of such new Restricted event to pledge to the Administrative Agent for the benefit of itself and the Lenders (1) 100% of the Equity Securities of each such Person which becomes a Domestic Subsidiary that is not an Excluded and (2) 100% of the non-voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) and 65% of the voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) of each such Person which becomes a Foreign Subsidiary (provided that, if, as a result of any change in the tax laws of the United States of America after the date of this Agreement, the pledge by any Loan Party of any additional Equity Securities in any such Foreign Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether the Administrative Agent, on behalf of itself and the Lenders, under the Security Documents would not result in an increase in the aggregate net consolidated tax liabilities of the Loan Parties, then, promptly after the change in such new Loan Party will laws, all such additional Equity Securities shall be a “Designated Borrower” hereunderso pledged under the Security Documents) and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (BC) a supplemental Guaranty deliver (or cause the appropriate Person to deliver) to the Administrative Agent all certificates and other instruments constituting Collateral thereunder free and clear of all adverse claims, accompanied by undated powers or other instruments of transfer executed in the form attached hereto blank (and take such other steps as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably may be requested by the Administrative Agent to perfect the Administrative Agent’s first priority Lien in such Collateral consisting of Equity Securities in compliance with any applicable laws of jurisdictions outside of the United States of America), (D) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each new Domestic Subsidiary) required by law or requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent, all (E) deliver an opinion of counsel in form and substance reasonably satisfactory to Agentthe Administrative Agent with respect to each new Domestic Subsidiary, and/or the pledge of the Equity Securities of each Domestic Subsidiary and Foreign Subsidiary and the matters set forth in this Section and (iiF) deliver to the Administrative Agent the same organization documents, resolutions, certificates, lien searches and other matters set forth in Schedule 3.01(b) and (e) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party New Subsidiary as required to provide to Agent a supplement be delivered with respect to the U.S. Security Agreement or Borrowers on the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgedate hereof, in form and substance reasonably satisfactory to Administrative Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement (American Commercial Lines Inc.), Credit Agreement (American Commercial Lines Inc.)
New Subsidiaries. With respect to any new Subsidiary (iother than an Excluded Foreign Subsidiary or an Immaterial Subsidiary) Within thirty created or acquired (30) Business Days of including, without limitation, upon the formation creation or acquisition of any Restricted SubsidiarySubsidiary that is a Division Successor) after the Effective Date by the Borrower or any of its Subsidiaries (which, acquisition for the purposes of a Restricted this paragraph, shall include any existing Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or that ceases to be an Excluded Foreign Subsidiary or an Immaterial Subsidiary), Lead the Borrower shall notify Agent will, and will cause each of such event andits Subsidiaries to, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary that is not an Excluded owned by the Borrower or any of its Subsidiaries, as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or any of its Subsidiaries, as applicable, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (but no security interest shall be granted in any real property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as reasonably may be required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether closing certificate of such new Loan Party will Subsidiary, which certificate shall be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Administrative Agent, and (iiiiv) provide or cause to be provided to Agent all other customary and reasonable documentation if requested therebyby the Administrative Agent, including, deliver to the extent requested by AgentAdministrative Agent legal opinions relating to the matters described above, one or more which opinions of counsel shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp)
New Subsidiaries. (a) Within 10 Business Days after (i) Within thirty (30) Business Days the date of the formation creation of any Restricted Subsidiarynew Material Domestic Subsidiary of the Company, acquisition (ii) the date that any Subsidiary of the Company that was not a Restricted Subsidiary or at any time a Material Domestic Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Material Domestic Subsidiary, Lead Borrower shall notify Agent or (iii) the purchase permitted by this Agreement by the Company or any of its Subsidiaries of the capital stock of any Person, which purchase results in such event andPerson becoming a Material Domestic Subsidiary of the Company, promptly thereafter (and the Company shall, in any event within 30 days or such longer period as Agent may agree) (i) each case, cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) such Material Domestic Subsidiary to execute and deliver to the Administrative Agent (with sufficient originals for each applicable Lender) any or all of the following documents requested by the Administrative Agent: a Joinder Guaranty to guaranty the Obligations and a Security Agreement, a Pledge Agreement (which Joinder Agreement will specify whether if such new Loan Party will be a “Designated Borrower” hereunder) Subsidiary owns one or more Subsidiaries), one or more Vessel Mortgages (if such new Subsidiary owns one or more Material Vessels), and such other Security Documents as the Administrative Agent may reasonably request, in each case to secure the Obligations together with evidence of corporate authority to enter into such Guaranty, Security Agreement, Pledge Agreement, Vessel Mortgages and other Security Documents as the Administrative Agent may reasonably request and (B) the Company or its Subsidiary owning capital stock or other equity interests of such new Subsidiary to execute a supplemental Guaranty Pledge Agreement pledging 100% of its interests in the form attached hereto capital stock or other equity interests of such new Subsidiary to secure the Obligations and deliver such evidence of corporate authority to enter into such Pledge Agreement as Exhibit Gthe Administrative Agent may reasonably request, along with share certificates pledged thereby and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all appropriately executed stock powers in form and substance reasonably satisfactory to Agent, blank.
(b) Within 10 Business Days after (i) the date of the creation of any new Mexican Subsidiary that is a Material Subsidiary or (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part the purchase of a Person by a Loan PartyMexican Subsidiary, which purchase results in such Person becoming a Mexican Subsidiary that is a Material Subsidiary, the Company shall, in each case, cause (A) such Loan Party Mexican Subsidiary to provide to Agent a supplement execute and deliver to the U.S. Security Agreement Administrative Agent (with sufficient originals for each applicable Lender) any or the applicable Canadian Security Agreement, as applicable, providing for the pledge all of the Capital Stock following documents requested by the Administrative Agent or any Lender: a Guaranty to guaranty the Mexican Subsidiaries' Obligations and Mexican Security Documents and one or more Vessel Mortgages (if such new Subsidiary owns one or more Material Vessels), and such other Security Documents and the Administrative Agent or any Lender may reasonably request, in each case to secure the Mexican Subsidiaries' Obligations together with evidence of corporate authority to enter into such Guaranty, Mexican Security Document, and Vessel Mortgages and (B) the Company or its Subsidiary owning capital stock or other equity interests of such new Subsidiary to execute a Pledge Agreement pledging 100% of its interests in the capital stock or other equity interests of such new Subsidiary to secure the Mexican Subsidiaries' Obligations and 66% of its interests in such capital stock to secure the Loan Parties' Obligations and such evidence of corporate authority to enter into such Pledge Agreement as the Administrative Agent may reasonably request, along with share certificates pledged thereby and appropriately executed stock powers in blank.
(c) Within 10 Business Days after (i) the date of the creation of any new Restricted Material Subsidiary owned by such Loan Party (or, in the case of a FSHCO or that is a Foreign Subsidiary (other than a Mexican Subsidiary) or (ii) the purchase of a Person by the Company or any of its Subsidiaries of a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFCMaterial Subsidiary, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCOCompany shall, in each case to the extent that permitted by applicable foreign law, cause the stockholder of such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under new Subsidiary to execute a Pledge Agreement pledging 66% of its interests in the UCC or the PPSA, as applicable, capital stock or other applicable personal property or moveable property registries equity interests of such new Subsidiary to secure the other Foreign Subsidiaries' Obligations and 66% of its interests in such capital stock or other documents necessary equity interests to perfect secure the Company and its Domestic Subsidiaries' Obligations and in all cases such pledgeevidence of corporate authority to enter into such Pledge Agreement as the Administrative Agent may reasonably request, along with share certificates pledged thereby and appropriately executed stock powers in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunderblank.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement (Global Industries LTD), Credit Agreement (Global Industries LTD)
New Subsidiaries. With respect to any new Subsidiary created or acquired after the Closing Date by any Borrower or any of its Subsidiaries, such Borrower or such Subsidiary shall promptly:
(i) Within thirty (30) Business Days execute and deliver to the Collateral Agent such amendments to the Security Documents or such other documents as the Collateral Agent deems necessary or advisable to grant in favor of the formation of any Restricted SubsidiaryCollateral Agent, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent Security Interest in all Equity Interests of such event and, promptly thereafter (and in any event within 30 days new Subsidiary that are owned by such Borrower or such longer period as Agent may agreeSubsidiary;
(ii) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to the Collateral Agent the certificates (Aif any) a Joinder Agreement (which Joinder Agreement will specify whether representing such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documentsEquity Interests, together with appropriate financing statementsundated stock or other analogous powers, reasonably requested in blank, executed and delivered by an Authorized Officer of such Borrower or such Subsidiary, as the case may be;
(iii) cause such new Subsidiary to become a party to this Agreement as a Subsidiary Guarantor, and take such actions as the Collateral Agent deems necessary or advisable to grant in favor of the Collateral Agent, all a Security Interest in form and substance reasonably satisfactory the property of such new Subsidiary in respect of which such new Subsidiary is legally entitled to grant a Security Interest to the Collateral Agent, ;
(iiiv) with respect deliver to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to the Collateral Agent a supplement certificate of the Secretary or an Assistant Secretary of such new Subsidiary as to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing matters set forth in Section 5.1(n) (together with appropriate attachments) and a copy of a good standing certificate for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized if such concept does not exist under the laws of Canada (or any province or territory thereof)) that is such new Subsidiary’s jurisdiction of organization, a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case reasonable equivalent to the extent that such Capital Stock does not constitute Excluded Assetsavailable or practicable), as dated a date reasonably acceptable to the Collateral Agent; and
(v) deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance substance, and from counsel, reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral DocumentsAgent.
Appears in 2 contracts
Sources: Credit Agreement (Transatlantic Petroleum Ltd.), Credit Agreement (Transatlantic Petroleum Ltd.)
New Subsidiaries. (ia) Within thirty (30) Business Days of the formation of any Restricted SubsidiaryIf, acquisition of a Restricted Subsidiary or at any time after the Effective Date, the Borrower or any other Group Entity creates or acquires a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead the Borrower shall promptly notify the Agent of such event and, promptly thereafter (and in any event within 30 five (5) days, and if the Borrower so requests, shall within thirty (30) days (or such longer period of time as Agent may agreeis reasonably required, provided that the Borrower is diligently endeavouring to satisfy its obligations under this Section) of the creation or acquisition of such Subsidiary:
(i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to (i) execute and deliver to the Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in guarantee of the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to AgentObligations, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement security to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing Agent for the pledge benefit of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case Lenders over all of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power its assets as required of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO Loan Parties and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, described in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to AgentSection 5.01, and (iii) provide to take all actions necessary or cause desirable to be provided to Agent all other customary and reasonable documentation requested thereby, including, grant to the extent Agent for the benefit of the Lenders a perfected security interest in the collateral described in such security documentation, subject only to Permitted Encumbrances, including the filing, registration or recording of notices in such jurisdictions as may be required or as may be requested by the Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.;
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits Agent for the benefit of the Lenders such agreements, supplements, or amendments to any Loan Document as the Agent deems necessary or advisable to grant the Lenders a perfected security interest in the Equity Interests of such new Subsidiary, subject only to Permitted Encumbrances;
(iii) deliver to the Lenders Agent all certificates representing such Equity Interests, together with powers of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined attorney to transfer the Equity Interests, in blank, executed by Lead Borrower and Agent or a duly authorized officer of the relevant Loan Party;
(Biv) is Excluded Assets or otherwise would not be required with respect deliver to the Collateral owned by Agent a Loan Party pursuant secretary's certificate of such Subsidiary, with charter documents, by-laws and appropriate resolutions attached; and
(v) deliver to the terms of Agent legal opinions relating to the Collateral Documentsmatters described above, which opinions shall be in form and substance and from counsel satisfactory to the Agent.
Appears in 2 contracts
Sources: Credit Agreement (McEwen Mining Inc.), Credit Agreement (McEwen Mining Inc.)
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted SubsidiaryThe Borrowers shall, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiarytheir own expense, Lead Borrower shall notify Agent of such event andpromptly, promptly thereafter (and in any event within 30 days ten (10) Business Days after the formation or such longer period as Agent may agree) acquisition of any new direct or indirect Subsidiary of a Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Administrative Agent for the benefit of itself and the Lenders 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Administrative Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of a Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such new Restricted Person that becomes a direct or indirect Domestic Subsidiary that is not an Excluded Subsidiary after the date hereof to deliver to Agent (A) execute a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) pledge and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all agreement in form and substance reasonably satisfactory to the Administrative Agent, (iivi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary intellectual property owned by each such Loan Party (or, in the case of Person that becomes a FSHCO direct or a Foreign Subsidiary (other than a Foreign indirect Subsidiary of a Loan Party organized under Borrower after the laws of Canada (date hereof) required by law or any province reasonably requested by the Administrative Agent to be filed, registered or territory thereof)) that is a CFC, sixty-five percent (65%) recorded in order to create in favor of the total combined voting power of all classes Administrative Agent for the benefit of the voting Capital Stock of such Foreign Subsidiary or FSHCO Lenders a valid, legal and oneperfected first-hundred percent (100%) of priority security interest in and lien on the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case Collateral subject to the extent that such Capital Stock does not constitute Excluded Assets)Security Documents to be so filed, as shall be requested by registered or recorded and evidence thereof delivered to the Administrative Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, (vii) deliver an opinion of counsel in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to the Administrative Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with Person and the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain matters set forth in full force and effect notwithstanding the addition of any Loan Party hereunderthis section.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement (Sands Regent), Credit Agreement (Sands Regent)
New Subsidiaries. (i) Within thirty (30) Business Days New Issuances of Capital Stock. ------------------------------------------------ Contemporaneously with the creation or acquisition of any Subsidiary of the formation Borrower after the Closing Date, the Borrower shall, and shall cause each of its Subsidiaries to:
(a) grant or cause to be granted to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a perfected, first priority security interest in all capital stock or other ownership interests in or indebtedness of such Subsidiary owned by the Borrower or any Restricted Subsidiary, acquisition Subsidiary of the Borrower (to the extent such capital stock or other ownership interests or indebtedness are already not so pledged to the Administrative Agent and the creation of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event Lien thereon is not prohibited by Applicable Law); and, promptly thereafter
(and in any event within 30 days or such longer period as Agent may agree) (ib) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver guarantee the payment and performance of the Obligations by executing and delivering to the Administrative Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in an appropriate Guaranty. Contemporaneously with the form attached hereto as Exhibit Gissuance of any additional capital stock of any of the Subsidiaries of the Borrower after the Closing Date, the Borrower shall, and to deliver to Agent such security documents, together with shall cause each of its Subsidiaries and other appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, Persons (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable) to, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide grant or cause to be provided granted to the Administrative Agent, for the benefit of the Administrative Agent and the Lenders, a perfected, first priority security interest in all capital stock or other customary and reasonable documentation requested therebyownership interests in such Subsidiary owned by any shareholder of any Subsidiary of the Borrower, including, the Borrower or any Subsidiary of the Borrower (to the extent requested by such capital stock or other ownership interests are already not so pledged to the Administrative Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery ). The Borrower covenants that none of the applicable documentation referred capital stock to above. Upon execution be pledged in accordance with this Section 7.3 shall be subject to any transfer restriction, ----------- shareholders' agreement or other restriction except for such restrictions under Applicable Laws and delivery of the Joinder Agreement by each such new Restricted Subsidiaryrestrictions, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect if any, as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything may be reasonably acceptable to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute Administrative Agent. In connection with and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation addition to the benefits to foregoing, the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and its Subsidiaries shall execute and/or deliver such further agreements, documents and instruments (including, without limitation, the LHO Loan notes, stock certificates, stock powers, endorsements, collateral assignments, and financing statements) as the Administrative Agent or (B) is Excluded Assets or otherwise would not may reasonably request in order for it to obtain and maintain the perfected, first priority Liens to be required granted in accordance with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.this Section 7.3. -----------
Appears in 2 contracts
Sources: Credit Agreement (Imperial Financial Group Inc), Credit Agreement (Imperial Financial Group Inc)
New Subsidiaries. (ia) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower Borrowers shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Credit Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G1.1(a), and to deliver to Agent such security documentsdocuments related to personalty, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan U.S. Credit Party or a Canadian Credit Party, cause such Loan Credit Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party it (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Credit Party organized under the laws of Canada (or any province or territory thereof)) that is not a CFCSpecified Entity), sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCOSubsidiary, in each case to the extent that such Capital Stock does not constitute Excluded AssetsProperty or Excluded Principal Property), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC Code or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Credit Party hereunder with the same force and effect as if originally named as a Loan Credit Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Credit Party or Lender hereunder. The rights and obligations of each Loan Credit Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Credit Party hereunder. For the avoidance of doubt and notwithstanding anything herein or in any other Loan Document to the contrary, no Excluded Subsidiary shall execute a Guaranty or any Collateral Document in respect of, or otherwise guaranty or grant any Lien to secure, any Obligation of a U.S. Borrower or other U.S. Credit Party or of any “United States person” as defined in section 7701(a)(30) of the IRC.
(iib) Notwithstanding anything to the contrary contained herein, neither Holdings Borrower nor any Restricted Subsidiary of Holdings any Borrower shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) is restricted or prohibited by general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar principles, (B) is not within the legal capacity of Borrowers or such Subsidiary or would conflict with the fiduciary duties of its directors or contravene any legal prohibition or result in personal or criminal liability on the part of any officer, (C) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ such Borrower’s or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Parent Borrower and Agent or (BD) is Excluded Assets Property or Excluded Principal Property or otherwise would not be required with respect to the Collateral owned by a Loan Credit Party pursuant to the terms of the Collateral Documents.
Appears in 2 contracts
Sources: Revolving Loan Credit Agreement (XPO Logistics, Inc.), Revolving Loan Credit Agreement (XPO Logistics, Inc.)
New Subsidiaries. (i) Within thirty (30) As soon as practicable but in any event within 30 Business Days of following the formation acquisition or creation (by Division or otherwise) of any Restricted Domestic Subsidiary (other than an Excluded Subsidiary), acquisition of a Restricted or the time any existing Excluded Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Administrative Agent if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower shall notify hereunder), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such event and, promptly thereafter Domestic Subsidiary;
(and in any event within 30 days or such longer period as Agent may agreeb) (i) cause each UCC and PPSA financing statements naming such new Restricted Subsidiary that Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all UCC and PPSA filing offices and in all jurisdictions in which filing is not an necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by a UCC or PPSA filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunderEquity Interests), Securities and Instruments) and (B) a supplemental Guaranty in such other documents and agreements as may be reasonably required by the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Administrative Agent, all as necessary to establish and maintain a valid, perfected security interest in form and substance reasonably satisfactory to all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Administrative Agent, (ii) with respect an opinion of counsel to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause each such Loan Party to provide to Agent a supplement Domestic Subsidiary and addressed to the U.S. Security Agreement or Administrative Agent and the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to the Administrative Agent, each of which opinions may be in form and (iii) provide or cause substance, including assumptions and qualifications contained therein, substantially similar to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more those opinions of counsel reasonably satisfactory delivered pursuant to AgentSection 5.01(a);
(d) current copies of the Organizational Documents of each such Domestic Subsidiary, which in its opinion is together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and customary with respect to such the execution and delivery of documents described in this Section 7.12, all certified by the applicable documentation referred Governmental Authority or appropriate officer as the Administrative Agent may elect; and
(e) with respect to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted any Subsidiary shall to become a Loan Party hereunder with the same force and effect as if originally named as Borrower hereunder, within three (3) Business Days prior to becoming a Loan Party herein. The execution and delivery of the Joinder Agreement Borrower (which shall not require the consent of any Loan Party the Administrative Agent), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything other applicable anti-money laundering laws to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document extent such information is requested by the Administrative Agent or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation the Lenders reasonably promptly after written notice to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Administrative Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentsproposed joinder of a Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Matrix Service Co), Credit Agreement (Matrix Service Co)
New Subsidiaries. (i) Within thirty (30) Business Days At the time of the formation of any Restricted Subsidiary, Subsidiary of any Credit Party or acquisition of a Restricted Subsidiary of any Credit Party pursuant to Section 6.1(a), Credit Parties, or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiaryof them, Lead Borrower as appropriate, shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (ia) cause each such new Restricted United States domestic Subsidiary that is not an Excluded to join this Agreement by providing to Agent a joinder agreement in the form of Exhibit 5.13 hereto (a “Credit Agreement Joinder Agreement”), (b) cause each such new United States domestic Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be supplement to the Guaranty, a “Designated Borrower” hereunder) and (B) supplement to the Security Agreement, a supplemental Guaranty in supplement to the form attached hereto as Exhibit GPledge Agreement, and such other security documents (including, without limitation, any mortgage, deed to deliver to secure debt or deed of trust where such Subsidiary owns real property) requested by Agent such security documentsin its discretion, together with appropriate UCC-1 financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to AgentAgent and subject to Permitted Encumbrances, (iic) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Credit Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Pledge Agreement or the applicable Canadian Security Agreementsuch other Pledge Agreements, as applicablein each case, providing for the pledge (subject to Permitted Encumbrances) of the Capital Stock direct and beneficial interests in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary the pledge of a Loan Party organized under the laws direct Foreign Subsidiary, 65% of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) all of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%Subsidiary) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent Agent, together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, Uniform Commercial Code or other applicable personal property or moveable movable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent; provided, that no such pledge shall be required with respect to the Stock of a new Foreign Subsidiary of a Credit Party unless and until such Subsidiary has assets with a value of $1,000,000 or more, and (iiid) provide or cause to be provided to Agent all other customary and reasonable documentation requested therebydocumentation, including, to the extent requested by Agent, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such formation and the execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the a Credit Agreement Joinder Agreement by each such new Restricted United States domestic Subsidiary, such Restricted Subsidiary shall become a Loan Credit Party hereunder with the same force and effect as if originally named as a Loan Credit Party herein. The execution and delivery of the any Credit Agreement Joinder Agreement shall not require the consent of any Loan Credit Party or Lender hereunder. The rights and obligations of each Loan Credit Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Credit Party hereunder.
(ii) Notwithstanding anything . Any document, agreement or instrument executed or issued pursuant to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings this Section 5.13 shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) a “Loan Document” for reasons purposes of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentsthis Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Blount International Inc), Credit Agreement (Blount International Inc)
New Subsidiaries. Simultaneously with the acquisition or creation of any Subsidiary, cause to be delivered to the Agent each of the following:
(i) Within thirty a Guaranty executed by such Subsidiary substantially in the form of Exhibit D;
(30ii) Business Days a Subsidiary Security Agreement of such Subsidiary substantially in the form of Exhibit E, together with such Uniform Commercial Code financing statements on Form UCC-1 naming such Subsidiary as “Debtor” and naming the Agent for the benefit of the formation Lenders as “Secured Party”, in form, substance and number sufficient in the reasonable opinion of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases the Agent and its counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Lenders the Lien on the Collateral to the extent such Lien may be perfected by Uniform Commercial Code filing;
(iii) an Excluded Subsidiary, Lead Borrower shall notify amendment to the Pledge Agreement which results in all of the stock or other ownership interests of the Subsidiary to be subject to the Pledge Agreement and further deliver to the Agent all certificates of such event and, promptly thereafter (and in any event within 30 days stock or such longer period other ownership interests as Agent may agreerequire in order for Agent to perfect a security interest in such stock or ownership interests;
(iv) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably if requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement an opinion of counsel to the U.S. Subsidiary dated as of the date of delivery of the Guaranty and other Loan Documents provided for in this Section 7.01(g) and addressed to the Agent and the Lenders, as to the due execution delivery and enforceability of the Guaranty and the Subsidiary Security Agreement or and such other matters as reasonably required by the applicable Canadian Security Agreement, as applicable, providing for the pledge Agent;
(v) current copies of the Capital Stock in organizational documents of such new Restricted Subsidiary owned by such Loan Party (orSubsidiary, in the case minutes of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada duly called and conducted meetings (or any province or territory thereof)) that is a CFC, sixty-five percent (65%duly effected consent actions) of the total combined voting power Board of all classes Directors, partners, or appropriate committees thereof (and, if required by such organizational documents, operating documents or applicable law, of the voting Capital Stock shareholders, members or partners) of such Foreign Subsidiary or FSHCO authorizing the actions and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain documents described in full force and effect notwithstanding the addition of any Loan Party hereunderthis Section 7.01(g).
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (QC Holdings, Inc.)
New Subsidiaries. (ia) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower Borrowers shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary (that is not an Excluded Subsidiary for purposes of clauses (i) and (ii) below) to deliver (i) join this Agreement as a Credit Party by providing to Agent and Co-Collateral Agent a joinder agreement, in form and substance reasonably satisfactory to Agent (A) a Joinder Agreement (which Joinder Agreement joinder agreement will specify whether such new Loan Credit Party will be a “Designated Borrower” hereunder), (ii) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent a Guaranty, a supplement to the U.S. Security Agreement or the Canadian Security Agreement, as applicable, and such other security documentsdocuments related to personalty, together with appropriate financing statements, all in form and substance reasonably satisfactory to Agent reasonably requested by Agent, together with appropriate financing statements, all in form and substance reasonably satisfactory to Agent, (iiiii) with respect to all new Restricted Subsidiaries (for the avoidance of doubt, including Excluded Subsidiaries) that are directly owned in whole or in part by a Loan Credit Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party it (or, in the case of a FSHCO or the pledge under the U.S. Security Agreement of a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFCSubsidiary, sixty-five percent (65%) of the total combined voting power of all classes of the issued and outstanding voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCOSubsidiary, in each case to the extent that such Capital Stock does not constitute Excluded AssetsProperty (as defined in the relevant security document)), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC Code or the PPSA, as applicable, or (other than with respect to Rolling Stock not constituting U.S. Borrowing Base Collateral at such time) other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iiiiv) provide or cause to be provided to Agent all other customary and reasonable documentation requested therebydocumentation, including, to the extent requested by Agent, including one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement joinder agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Credit Party hereunder with the same force and effect as if originally named as a Loan Credit Party herein. The execution and delivery of the Joinder Agreement joinder agreement shall not require the consent of any Loan Credit Party or Lender hereunder. The rights and obligations of each Loan Credit Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Credit Party hereunder. For the avoidance of doubt, no Foreign Subsidiary shall execute a Guaranty.
(iib) Notwithstanding anything to the contrary contained herein, neither Holdings Borrower nor any Restricted Subsidiary of Holdings any Borrower shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) is restricted or prohibited by general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar principles, (B) is not within the legal capacity of Borrowers or such Subsidiary or would conflict with the fiduciary duties of its directors or contravene any legal prohibition or result in personal or criminal liability on the part of any officer or (C) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ such Borrower’s or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentssecurity.
Appears in 2 contracts
Sources: Credit Agreement (XPO Logistics, Inc.), Revolving Loan Credit Agreement (XPO Logistics, Inc.)
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted SubsidiaryThe Borrower shall, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiaryits own expense, Lead Borrower shall notify Agent of such event andpromptly, promptly thereafter (and in any event within 30 days ten (10) Business Days after the formation or such longer period as Agent may agree) acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary after the date hereof and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such new Restricted Person that becomes a direct or indirect Subsidiary that is not an Excluded Subsidiary of the Borrower after the date hereof to deliver to Agent (A) execute a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) pledge and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all agreement in form and substance reasonably satisfactory to the Administrative Agent, (iivi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to all new Restricted Subsidiaries that are directly intellectual property owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Person that becomes a direct or indirect Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require Borrower after the consent date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of any Loan Party or Lender hereunder. The rights the Collateral Agent for the benefit of the Secured Parties a valid, legal and obligations of each Loan Party hereunder shall remain perfected first-priority security interest in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything Collateral subject to the contrary contained hereinSecurity Documents to be so filed, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute registered or recorded and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation evidence thereof delivered to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Administrative Agent or (B) is Excluded Assets or otherwise would not provided that no filing shall be required with respect to intellectual property if the Collateral owned by a Loan Party pursuant Administrative Agent determines that such property is not material to the terms business of such Subsidiary), and (vii) deliver an opinion of counsel in form and substance satisfactory to the Collateral DocumentsAdministrative Agent with respect to each such Person and the matters set forth in this clause (k).
Appears in 2 contracts
Sources: Loan Agreement (Macquarie Infrastructure CO Trust), Loan Agreement (Macquarie Infrastructure CO LLC)
New Subsidiaries. (ia) Within thirty (30) Business Days of the formation of any Any Subsidiary formed or acquired in accordance with Section 6.22 shall be deemed a Restricted Subsidiary, acquisition and the Borrower shall deliver to the DIP Agent all items, documents and agreements with respect to such new Subsidiary reasonably requested by the DIP Agent and the Majority Lenders.
(b) The Borrower may not designate any Subsidiary as an Unrestricted Subsidiary without the consent of the Majority Lenders.
(c) In the case of the acquisition, formation or designation of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary shall be deemed to have made or acquired all Investments owned by it and incurred all Indebtedness and other obligations owing by it and all Liens to which it or any of its properties are subject, on the date of such designation, acquisition, or formation.
(d) The Borrower:
(i) will cause the management, business and affairs of each Loan Party to be conducted in such a manner (including, without limitation, by keeping separate books of account, furnishing separate financial statements of Unrestricted Subsidiaries to creditors and potential creditors thereof and by not permitting Properties of the Loan Parties to be commingled) so that is not each Unrestricted Subsidiary will be treated as an Excluded entity separate and distinct from Loan Parties;
(ii) will cause each Unrestricted Subsidiary to deliver to Agent (A) to refrain from maintaining its assets in such a Joinder Agreement (which Joinder Agreement will specify whether such new manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of any Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, observe all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and corporate formalities;
(iii) provide will not, and will not permit any other Loan Party to, incur, assume, guarantee or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions become liable for any Debt of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery any of the applicable documentation referred to above. Upon execution Unrestricted Subsidiaries;
(iv) will not, and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a will not permit any other Loan Party hereunder with to, permit any credit agreement for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the same force and effect as if originally named as a Loan Party herein. The execution and delivery sale of the Joinder Agreement shall not require the consent of promissory notes or an indenture governing capital markets debt instruments pursuant to which any Loan Party is a borrower, issuer or Lender hereunder. The rights and obligations guarantor (the "Relevant Debt"), the terms of each Loan Party hereunder shall remain in full force and effect notwithstanding which would, upon the addition occurrence of a default under any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained hereinDebt of an Unrestricted Subsidiary, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons result in, or permit the holder of cost, legal limitations or other matters is unreasonably burdensome in relation any Relevant Debt to the benefits to the Lenders of Holdings’ or declare a default on such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent Relevant Debt or (B) cause the payment of any Relevant Debt to be accelerated or payable before the fixed date on which the principal of such Relevant Debt is Excluded Assets due and payable;
(v) will not permit any Unrestricted Subsidiary to hold any Equity Interest in, or any Debt of, any Loan Party;
(vi) will not, and will not permit any Loan Party to, create, assume, incur or suffer to exist any Lien on or in respect of any of its Property (other than any of its interest in the Equity Interest of an Unrestricted Subsidiary) for the benefit of an Unrestricted Subsidiary;
(vii) will not and will not permit any Loan Party to, sell, assign, pledge, or otherwise would not be required with respect transfer any of its Properties to the Collateral owned any Unrestricted Subsidiary, except as permitted under Section 6.8 and on terms permitted by a Loan Party pursuant Section 6.10; and
(viii) except as permitted under Section 6.3, make or permit to the terms exist any loans, advances, or capital contributions to, or make any investment in, or purchase or commit to purchase any stock or other securities or evidences of the Collateral Documentsindebtedness of or interests in, any Unrestricted Subsidiary or in any of its Properties.
Appears in 1 contract
Sources: Debtor in Possession Credit Agreement (Extraction Oil & Gas, Inc.)
New Subsidiaries. (i) Within thirty (30) Business Days Simultaneously with the acquisition or creation of any Subsidiary by the Borrower or Pan Am cause to be delivered to the Lender each of the formation following:
(a) a Facility Guaranty executed by such Subsidiary substantially in the form of any Restricted SubsidiaryEXHIBIT F;
(b) a Security Agreement of such Subsidiary substantially in the form of EXHIBIT H, acquisition together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as "Debtor" and naming the Lender as "Secured Party", in form, substance and number sufficient in the reasonable opinion of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases the Lender and its special counsel to be an Excluded Subsidiaryfiled in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Lender the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing;
(c) if such Subsidiary is a corporation or is a partnership that has issued certificates evidencing ownership of partnership interests, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether the Pledged Stock or, if applicable, certificates of ownership of such new Loan Party will be a “Designated Borrower” hereunder) partnership interests, together with duly executed stock powers or powers of assignment in blank affixed thereto, and (B) if such Collateral shall be owned by a supplemental Guaranty Subsidiary who has not then executed and delivered to the Lender a Security Instrument from the owner of such Collateral granting a Lien to the Lender in the form attached hereto such Collateral, a Security Agreement or a Pledge Agreement (as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all appropriate) substantially similar in form and substance reasonably satisfactory content to Agentthat executed and delivered by the Borrower as of the Closing Date, with appropriate revisions as to the identity of the pledgor and securing the obligations of such pledgor under its Facility Guaranty;
(iid) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. appropriate schedule attached to the appropriate Security Agreement or Instruments listing the applicable Canadian additional Collateral, certified as true, correct and complete by the Authorized Representative (provided that the failure to deliver such supplement shall not impair the rights conferred under the Security Agreement, Instruments in after acquired Collateral);
(e) an opinion of counsel to the Subsidiary dated as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case date of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) delivery of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO Facility Guaranty and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, other Loan Documents provided for in each case this SECTION 8.19 and addressed to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLender, in form and substance reasonably satisfactory acceptable to Agent, the Lender (which opinion may include assumptions and (iii) provide or cause qualifications of similar effect to be provided those contained in the opinions of counsel delivered pursuant to Agent all other customary and reasonable documentation requested thereby, includingSECTION 6.1(A)), to the effect that:
(A) such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted and proposed to be conducted, and is duly qualified to transact business and is in good standing as a foreign corporation or partnership in each other jurisdiction in which the character of the properties owned or leased, or the business carried on by it, requires such qualification and the failure to be so qualified would reasonably be likely to result in a Material Adverse Effect;
(B) the execution, delivery and performance of the Facility Guaranty and other Loan Documents described in this SECTION 8.19 to which such Subsidiary is a signatory have been duly authorized by all requisite corporate or partnership action (including any required shareholder or partner approval), each of such agreements has been duly executed and delivered and constitutes the valid and binding agreement of such Subsidiary, enforceable against such Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity (whether considered in a proceeding at law or in equity); and
(C) the Uniform Commercial Code financing statements on Form UCC-1 delivered to the Lender by the Subsidiary in connection with the delivery of the Security Instruments of such Subsidiary have been duly executed by the Subsidiary and are in form, substance and number sufficient for filing in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary to perfect in favor of the Lender the Lien on Collateral conferred under such Security Instruments to the extent requested such Lien may be perfected by AgentUniform Commercial Code filing;
(f) current copies of the charter documents, one including partnership agreements and certificate of limited partnership, if applicable, and bylaws of such Subsidiary, minutes of duly called and conducted meetings (or more opinions duly effected consent actions) of counsel reasonably satisfactory to Agentthe Board of Directors, which in its opinion is partners, or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable law, of the shareholders) of such Subsidiary authorizing the actions and customary with respect to such the execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain documents described in full force and effect notwithstanding the addition of any Loan Party hereunderthis SECTION 8.19.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (Pan Am Corp /Fl/)
New Subsidiaries. Contemporaneously with the creation or ---------------- acquisition (iin accordance with the provisions of Section 5.23) Within thirty of any new ------------ domestic Subsidiary of the Lessee, other than a Non-Guarantor Subsidiary, the Lessee will notify the Agent of such Subsidiary's name and the address of its chief executive offices. No later than fifteen (3015) Business Days following the later to occur of (a) the creation of such new Subsidiary or (b) receipt by the Lessee or such new Subsidiary from the Agent of forms of the formation of any Restricted Subsidiary, acquisition of a Restricted Operative Documents (including the Subsidiary or at any time a Guaranty) to which such new domestic Subsidiary becomes a Restricted Subsidiary or ceases is to be an Excluded Subsidiarya party, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreementamendments thereto, as applicable, providing for the pledge well as forms of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO acceptable legal opinions and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgedemonstrate the due authorization, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery by such new domestic Subsidiary of such Operative Documents or amendments thereto, the applicable documentation referred Lessee shall cause such new domestic Subsidiary to abovedeliver executed counterparts of such Operative Documents, amendments, legal opinions and other documents to the Agent. Upon execution and delivery of such executed counterparts of such Operative Documents, amendments, legal opinions and other documents to the Joinder Agreement by each Agent, (y) such new Restricted Subsidiary, such Restricted domestic Subsidiary shall become a Loan Party hereunder Commerce Subsidiary and a party to the Subsidiary Guaranty and shall comply with and be bound by all of the same force terms and effect as if originally named conditions of the Operative Documents as a Loan Party herein. The execution Commerce Subsidiary thereunder, and delivery (z) the Lessee shall cause such new domestic Subsidiary to take all actions, which it would have been required to make or take had it been a Commerce Subsidiary and a party to the Subsidiary Guaranty on the Closing Date including, without limitation, making all representations and warranties as a Commerce Subsidiary under each of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything Operative Documents to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by which it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security a party as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentsdate such representations and warranties are made.
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted SubsidiaryBorrower shall, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiaryits own expense, Lead Borrower shall notify Agent of such event andpromptly, promptly thereafter (and in any event within 30 days ten (10) Banking Days after the formation or acquisition of any Subsidiary of Parent or Borrower, (A) notify the Administrative Agent of such longer period event (which notice shall be deemed to constitute an update to Schedule 4.4), (B) amend the Security Documents as appropriate in light of such event to pledge to the Administrative Agent may agreefor the benefit of itself and the Lenders 100% (or 65% in the case of a Foreign Subsidiary) of the Securities of each such Person and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iC) cause each such new Restricted Subsidiary that is not an Excluded Domestic Subsidiary to become a party to the appropriate Guaranty, the Security Agreement and each other applicable Security Document in accordance with the terms thereof, (D) if requested by the Administrative Agent (at the direction of the Requisite Lenders) when no Event of Default has occurred and is continuing, cause each such Foreign Subsidiary to execute such security agreements and guaranties as the Administrative Agent may reasonably request and that could not reasonably be expected to have a material adverse tax consequence to Parent, Borrower or any of their Subsidiaries, as reasonably determined by Parent, and if requested by the Administrative Agent (at the direction of the Requisite Lenders) when an Event of Default has occurred and is continuing, cause each such Foreign Subsidiary to execute such security agreements and guaranties as the Administrative Agent may reasonably request without regard to any tax effects on Parent, Borrower or any of their Subsidiaries, and, (E) deliver to the Administrative Agent all stock certificates and other instruments constituting Collateral thereby free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (A) a Joinder Agreement (which Joinder Agreement will specify whether and take such new Loan Party will other steps as may be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by the Administrative Agent to perfect the Administrative Agent’s Lien in such Collateral in compliance with any applicable laws of jurisdictions outside of the United States of America), (F) cause each document (including each UCC financing statement or the equivalent thereof and each filing with respect to intellectual property owned by each new Subsidiary) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent for the benefit of the Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent and (G) if requested by Administrative Agent, all deliver an opinion of counsel in form and substance reasonably satisfactory to Agent, (ii) the Administrative Agent with respect to all each new Restricted Subsidiaries that are directly owned Subsidiary and the matters set forth in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunderthis Section.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (West Marine Inc)
New Subsidiaries. (i) Within thirty (30) Business Days of the formation The Borrowers shall cause, at their ----------------- sole cost and expense, each new Subsidiary of any Restricted Subsidiary, acquisition of a Restricted Subsidiary Borrower created or at any time a Subsidiary becomes a Restricted Subsidiary acquired on or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event andafter the date hereof, promptly thereafter (upon such creation or acquisition, to execute and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) the Lender the following agreements and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all which agreements and documents shall be in form and substance reasonably satisfactory to Agentthe Lender:
(a) a certain joinder and assumption agreement by and between each such new Subsidiary, the Lender, BBI and the other Borrowers, pursuant to which, among other things, each such new Subsidiary shall (i) join in this Agreement, the Note, the Security Agreement and all of the other Financing Instruments and assume all of the Obligations hereunder and thereunder, all as fully and completely as though each such new Subsidiary was an original Borrower hereunder; (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement make to the U.S. Lender all of the representations, warranties and covenants described in this Agreement, the Note, the Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge and all of the Capital Stock in such new Restricted Subsidiary owned other Financing Instruments which have made hereunder and thereunder by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, Borrowers; and (iii) provide or cause agree to be provided bound by and to Agent observe all of the terms and conditions of this Agreement, the Note, the Security Agreement and all of the other customary Financing Instruments, jointly and reasonable documentation requested therebyseverally with all of the Borrowers;
(b) any and all UCC financing statements which the Lender deems necessary and appropriate in order to perfect its first priority perfected security interests in all of the assets of such Subsidiary; and
(c) such other agreements, includingdocuments, financing statements, instruments, opinions and certificates and completion of such other matters, as the Lender may reasonably deem necessary or appropriate. Promptly upon the creation or acquisition of any Subsidiary created or acquired after the date hereof, the Borrowers shall cause, at their sole cost and expense, all of the issued and outstanding shares of capital stock, membership interests and other equity interests of each such Subsidiary to be pledged to the extent requested by AgentLender so that the Lender has a first priority perfected security interest in all such shares, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate membership interests and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunderother equity interests.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and As soon as practicable but in any event within 30 days Business Days following the acquisition or such longer period as Agent may agree) (i) cause each such new creation of any Domestic Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Material Subsidiary (other than any Excluded Domestic Subsidiary), or the time any existing Domestic Subsidiary (other than any Unrestricted Subsidiary and any Excluded Domestic Subsidiary) is otherwise required to become a Foreign Borrower in compliance with Section 3.03(b) or Section 7.15(b)(i), in each such case, the Company shall cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) a Borrower Joinder Agreement duly executed by such Domestic Subsidiary;
(b) a Security Joinder Agreement duly executed by such Domestic Subsidiary;
(c) Uniform Commercial Code financing statements naming such Domestic Subsidiary as “Debtor” and naming the Administrative Agent for the benefit of a the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing;
(d) upon the reasonable request of the Administrative Agent, an opinion of counsel to each Domestic Subsidiary executing Joinder Agreements, pursuant to this Section 7.12, dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Party organized under Documents) provided for in this Section 7.12 and addressed to the laws Administrative Agent and the Lenders, reasonably acceptable to the Administrative Agent, each of Canada which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a);
(e) current copies of the Organization Documents of each such Domestic Subsidiary, minutes of duly called and conducted meetings (or any province or territory thereof)) that is a CFC, sixty-five percent (65%duly effected consent actions) of the total combined voting power Board of all classes Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the voting Capital Stock stockholders, members or partners) of such Foreign Domestic Subsidiary or FSHCO authorizing the actions and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of documents described in this Section 7.12, all certified by the applicable documentation referred to above. Upon execution and delivery Governmental Authority or appropriate officer as the Administrative Agent may elect; and
(f) upon the reasonable request of the Joinder Agreement by each Administrative Agent, updated certificates of insurance required under Section 7.07 evidencing such new Restricted Subsidiary, such Restricted Domestic Subsidiary shall become a Loan Party hereunder with is included in the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereundercoverage required therein.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. Any new Subsidiary (iother than Excluded Subsidiaries) Within thirty created or acquired by a Borrower as permitted under 8.4 shall become a Borrower hereunder. With respect to a new Subsidiary that at the time of creation or acquisition has $10,000,000 or more in assets as determined in accordance with GAAP, such Subsidiary shall become a Borrower hereunder on or before the fifteenth (3015th) Business Days Day after the end of the formation calendar month in which such Subsidiary was created or acquired or such earlier date as the Administrative Agent may, in its sole discretion, require but no earlier than the fifteenth (15th) Business Day after the date of any Restricted Subsidiary, the creation or acquisition of such Subsidiary. With respect to a Restricted new Subsidiary that at the time of creation or at any time acquisition has less than $10,000,000 in assets as determined in accordance with GAAP, such Subsidiary shall become a Borrower hereunder on or before the fifteenth (15th) Business Day after the end of the fiscal quarter in which such Subsidiary was created or acquired. In each such case, a Subsidiary becomes shall become a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter by (and x) signing a joinder agreement in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in substantially the form attached hereto as Exhibit GE or entering into an amendment to this Credit Agreement and the Security Documents, as applicable, with the other parties hereto and to deliver to Agent such security documentsthereto, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to the Administrative Agent, (ii) with respect to all new Restricted Subsidiaries providing that are directly owned in whole or in part by such Subsidiary shall become a Loan PartyBorrower hereunder, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge 100% of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party stock (or, or in the case of a FSHCO foreign Subsidiary, 65% of the stock) and assets of which shall be pledged to the Administrative Agent for the benefit of the Lenders (subject to Permitted Liens), and (y) providing such other documentation as the Administrative Agent may reasonably request, including, without limitation, documentation with respect to the conditions specified in 10 hereof. In such event, the Administrative Agent is hereby authorized by the parties to amend Schedule 2 to include such new Subsidiary. The Parent shall at all times directly or indirectly through a Foreign Subsidiary own all of the Capital Stock of each of the Subsidiaries (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereofExcluded Subsidiaries)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall at all times be requested by pledged to the Administrative Agent together with appropriate certificates and powers pursuant to the Securities Pledge Agreement or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary pursuant to perfect such pledge, a pledge agreement in form and substance reasonably satisfactory to the Administrative Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Waste Connections Inc/De)
New Subsidiaries. (i) Within thirty (30) Business Days days of the formation acquisition or creation of any Restricted Domestic Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases cause to be an Excluded Subsidiarydelivered to the Agent each of the following:
(a) a Facility Guaranty executed by such Subsidiary substantially in the form of Exhibit J;
(b) the Security Instruments, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) including (i) cause each a Security Agreement of such new Restricted Subsidiary substantially in the form of Exhibit K, (ii) such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as "Debtor" and naming the Agent for the benefit of the Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing, (iii) an Intellectual Property Security Agreement, substantially in the form of Exhibit L, (iv) the Mortgages, and (v) the Mortgaged Property Support Documents;
(c) if the Subsidiary Securities issued by such Subsidiary that is are, or are required to become, Pledged Interests, shall be owned by a Subsidiary who has not an Excluded then executed and delivered to the Agent a Pledge Agreement granting a Lien to the Agent, for the benefit of the Agent and the Lenders, in such equity interests, a Pledge Agreement executed by the Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether that directly owns such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty Subsidiary Securities substantially in the form attached hereto as Exhibit GM (or, as to the Pledged Interests issued by any Direct Foreign Subsidiary, in a form acceptable to the Agent), and if such Subsidiary Securities shall be owned by the Borrower or a Subsidiary who has previously executed a Pledge Agreement, a Pledge Agreement Supplement in the form required by such Pledge Agreement pertaining to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested Subsidiary Securities; 80 87
(d) if the Pledged Interests issued by Agent, all in form such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (i) the certificates representing 100% of such Subsidiary Securities and substance reasonably satisfactory to Agent, (ii) with respect duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto;
(i) Uniform Commercial Code financing statements on form UCC-1 or otherwise duly executed by the pledgor as "Debtor" and naming the Agent for the benefit of the Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all new Restricted Subsidiaries that are directly owned Uniform Commercial Code filing offices and in whole all jurisdictions in which filing is necessary or advisable to perfect in part favor of the Agent for the benefit of the Agent and the Lenders the Lien on such Subsidiary Securities and (ii) if the Pledged Interests issued by a Loan Party, cause such Loan Party Subsidiary do not constitute securities and such Subsidiary has not elected to provide to Agent a supplement to the U.S. Security Agreement or have such interests treated as securities under Article 8 of the applicable Canadian Security AgreementUniform Commercial Code, as applicable, providing for a control agreement from the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock Registrar of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeSubsidiary, in form and substance reasonably satisfactory acceptable to the Agent and in which the Registrar (1) acknowledges that the pledgor is at the date of such acknowledgment the sole record, and to its knowledge, beneficial owner of such Subsidiary Securities, (2) acknowledges the Lien in favor of the Agent conferred under the Pledge Agreement and that such Lien will be reflected on the registry for such Subsidiary Securities, (3) agrees that it will not register any transfer of such Subsidiary Securities nor acknowledge any Lien in favor of any other Person on such Subsidiary Securities, without the prior written consent of the Agent, in each instance, until it receives notice from the Agent that all Liens on such Collateral in favor of the Agent for the benefit of the Agent and the Lenders have been released or terminated, and (iii4) provide or cause agrees that upon receipt of notice from the Agent that an Event of Default has occurred and is continuing and that the Subsidiary Securities identified in such notice have been transferred to be provided to Agent all other customary a transferee identified in such notice, it will duly record such transfer of Subsidiary Securities on the appropriate registry without requiring further consent from the pledgor and reasonable documentation requested therebyshall thereafter treat the transferee as the sole record and beneficial owner of such Subsidiary Securities pending further transfer, including, notwithstanding any contrary instruction received from the pledgor;
(f) a supplement to the extent requested appropriate schedule attached to the appropriate Security Instruments listing the additional Collateral, certified as true, correct and complete by Agent, one the Authorized Representative (provided that the failure to deliver such supplement shall not impair the rights conferred under the Security Instruments in after acquired Collateral);
(g) an opinion or more opinions of counsel reasonably satisfactory to Agent, which the Subsidiary (including local counsel in its opinion each jurisdiction where Mortgaged Property is appropriate and customary with respect to such execution and located) dated as of the date of delivery of the applicable documentation referred to above. Upon execution Facility Guaranty and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a other Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain Documents provided for in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.this 81 88
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) Business Days Simultaneously with the acquisition or creation of any Subsidiary, cause to be delivered to the Administrative Agent each of the formation of any Restricted following:
(a) if such Subsidiary is a Domestic Subsidiary, acquisition a Facility Guaranty executed by such Subsidiary substantially in the form of EXHIBIT I;
(b) a Restricted Security Agreement of such Subsidiary substantially in the form of EXHIBIT J, together with such Uniform Commercial Code financing statements on Form UCC-1 or at any time otherwise duly executed by such Subsidiary as "Debtor" and naming the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing;
(c) if the Subsidiary Securities issued by such Subsidiary that are, or are required to become, Pledged Interests, shall be owned by a Subsidiary becomes who has not then executed and delivered to the Administrative Agent a Restricted Subsidiary or ceases Pledge Agreement granting a Lien to be an Excluded Subsidiarythe Collateral Agent, Lead Borrower shall notify for the benefit of the Collateral Agent, the Administrative Agent of and the Lenders, in such event andequity interests, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted a Pledge Agreement executed by the Subsidiary that is not an Excluded directly owns such Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty Securities substantially in the form attached hereto as Exhibit GK (or, as to the Pledged Interests issued by any Direct Foreign Subsidiary, in a form acceptable to the Administrative Agent), and if such Subsidiary Securities shall be owned by the Borrower or a Subsidiary who has previously executed a Pledge Agreement, a Pledge Agreement Supplement in the form required by such Pledge Agreement pertaining to deliver to such Subsidiary Securities;
(d) if the Pledged Interests issued by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (i) the certificates representing 100% of such Subsidiary Securities and (ii) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto;
(i) Uniform Commercial Code financing statements on form UCC-1 or otherwise duly executed by the pledgor as "Debtor" and naming the Collateral Agent such security documents, together with appropriate financing statements, reasonably requested by for the benefit of the Collateral Agent, the Administrative Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders the Lien on such Subsidiary Securities and (ii) if the Pledged Interests issued by such Subsidiary do not constitute securities and such Subsidiary has not elected to have such interests treated as securities under Article 8 of the applicable Uniform Commercial Code, a control agreement from the Registrar of such Subsidiary, in form and substance reasonably satisfactory acceptable to the Administrative Agent and in which the Registrar (1) acknowledges that the pledgor is at the date of such acknowledgment the sole record, and to its knowledge, beneficial owner of such Subsidiary Securities, (2) acknowledges the Lien in favor of the Collateral Agent conferred under the Pledge Agreement and that such Lien will be reflected on the registry for such Subsidiary Securities, (3) agrees that it will not register any transfer of such Subsidiary Securities nor acknowledge any Lien in favor of any other Person on such Subsidiary Securities, without the prior written consent of the Administrative Agent, in each instance, until it receives notice from the Administrative Agent that all Liens on such Collateral in favor of the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders have been released or terminated, and (ii4) with respect agrees that upon receipt of notice from the Administrative Agent that an Event of Default has occurred and is continuing and that the Subsidiary Securities identified in such notice have been transferred to all new Restricted Subsidiaries that are directly owned a transferee identified in whole or in part by a Loan Partysuch notice, cause it will duly record such Loan Party to provide to Agent transfer of Subsidiary Securities on the appropriate registry without requiring further consent from the pledgor and shall thereafter treat the transferee as the sole record and beneficial owner of such Subsidiary Securities pending further transfer, notwithstanding any contrary instruction received from the pledgor;
(f) a supplement to the U.S. appropriate schedule attached to the appropriate Security Agreement or Instruments listing the applicable Canadian additional Collateral, certified as true, correct and complete by the Authorized Representative (provided that the failure to deliver such supplement shall not impair the rights conferred under the Security Agreement, Instruments in after acquired Collateral);
(g) an opinion of counsel to the Subsidiary dated as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case date of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) delivery of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO Facility Guaranty and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, other Loan Documents provided for in each case this SECTION 9.19 and addressed to the extent that such Capital Stock does not constitute Excluded Assets)Collateral Agent, as shall be requested by the Administrative Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to Agentthe Administrative Agent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to SECTION 7.1(a)), to the effect that:
(i) such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted and proposed to be conducted and to execute, deliver and perform the Facility Guaranty and other Loan Documents described in this SECTION 9.19 to which such Subsidiary is a signatory, and is duly qualified to transact business and is in good standing as a foreign corporation or partnership in each other jurisdiction in which the character of the properties owned or leased, or the business carried on by it, requires such qualification and the failure to be so qualified would reasonably be likely to result in a Material Adverse Effect;
(ii) the execution, delivery and performance of the Facility Guaranty and other Loan Documents described in this SECTION 9.19 to which such Subsidiary is a signatory have been duly authorized by all requisite corporate or partnership action (including any required shareholder or partner approval), each of such agreements has been duly executed and delivered and constitutes the valid and binding agreement of such Subsidiary, enforceable against such Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity (whether considered in a proceeding at law or in equity); [and
(iii) provide or cause the Subsidiary Securities of such Subsidiary are duly authorized, validly issued, fully paid and nonassessable, and free of any preemptive rights, and the applicable Security Instrument (including foreign collateral documents) is effective to be provided create a valid security interest in favor of the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders in such Subsidiary Securities as constitute Pledged Interests; and
(iv) the Uniform Commercial Code financing statements on Form UCC-1 delivered to the Administrative Agent by the Subsidiary in connection with the delivery of the Security Instruments of such Subsidiary have been duly executed by the Subsidiary and are in form, substance and number sufficient for filing in all other customary Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary to perfect in favor of the Collateral Agent for the benefit of the Collateral Agent, the Administrative Agent and reasonable documentation requested thereby, including, the Lenders the Lien on Collateral conferred under such Security Instruments to the extent requested such Lien may be perfected by AgentUniform Commercial Code filing; and
(v) in the case of Direct Foreign Subsidiaries only, one that under the laws of the applicable foreign jurisdiction, all agreements, notices and other documents that are required to be executed, delivered, filed or more opinions recorded and all other action required to be taken, within or pursuant to the laws of counsel reasonably satisfactory such jurisdiction to Agentperfect the Lien conferred in favor of the Administrative Agent under the applicable Security Instrument as against creditors of and purchasers for value from the holder of the Pledged Interests has been duly executed, which in its opinion is delivered, filed, recorded or taken, as the case may be; and
(h) current copies of the Organizational Documents and Operating Documents of such Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents, Operating Documents or applicable law, of the shareholders, members or partners) of such Subsidiary authorizing the actions and customary with respect to such the execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain documents described in full force and effect notwithstanding the addition of any Loan Party hereunderthis Section 9.19.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (Ameristeel Corp)
New Subsidiaries. (a) Upon the Borrower’s formation or acquisition of any new Subsidiary, other than the Trust Subsidiary (and specifically excluding Unrestricted Subsidiaries), the Borrower shall (x) cause such Subsidiary to promptly execute and deliver to the Administrative Agent (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether with such new Loan Party will be modifications thereto as the Administrative Agent may reasonably request for the purpose of joining such Subsidiary as a “Designated Borrower” hereunder) party to the Guaranty and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement and any related Collateral Documents required by the Administrative Agent to secure the Obligations (including Deeds of Trust, if such new Subsidiary owns or the applicable Canadian Security Agreementleases Real Property Collateral), as applicable, providing for the (y) pledge 100% of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Covered Capital Stock of such Subsidiary so acquired or 66% of such Subsidiary’s Capital Stock if such Subsidiary is a Foreign Subsidiary or FSHCO and one-hundred percent (100%) to secure the Obligations. In connection therewith, the Borrower shall provide, contemporaneously with the delivery of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case its financial statements pursuant to the extent that such Capital Stock does not constitute Excluded AssetsSection 6.01(b), as shall be resolutions, corporate documentation, officer’s certificates and, if requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSAAdministrative Agent, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance opinion letters reasonably satisfactory to Agent, the Administrative Agent reflecting the corporate status of each such Subsidiary and the enforceability of documents executed in connection with the actions described in subsections (x) and (iiiy) above; provided, that upon the Administrative Agent’s written request, the Borrower shall promptly provide or cause to be provided to Agent all other customary and reasonable such corporate documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to any previously formed or acquired Subsidiary for which such items have not previously been provided, and shall thereafter provide such corporate documentation contemporaneously with the execution and delivery of each Joinder Agreement and Security Agreement and other related Collateral Documents in connection with any subsequent formation or acquisition of any new Subsidiary. With respect to the applicable Trust Subsidiary, the Borrower shall provide to the Administrative Agent corporate and other related documentation referred as requested by the Administrative Agent.
(b) Upon the occurrence of any Event of Default, the Borrower shall cause all Unrestricted Subsidiaries to abovepromptly execute and deliver to the Administrative Agent a Joinder Agreement with such modifications thereto as the Administrative Agent may reasonably request for the purpose of joining such Persons as parties to the Guaranty, unless such Unrestricted Subsidiary is bound by a Contractual Obligation preventing such joinder. Upon In connection therewith, the Borrower shall provide, contemporaneously with the execution and delivery of the Joinder Agreement by each such new Restricted SubsidiaryJoinder Agreement, such Restricted Subsidiary shall become a Loan Party hereunder with corporate documentation (to the same force and effect as extent not previously provided to the Administrative Agent) and, if originally named as a Loan Party herein. The execution and delivery of requested by the Joinder Agreement shall not require Administrative Agent, opinion letters reasonably satisfactory to the consent of any Loan Party or Lender hereunder. The rights and obligations Administrative Agent reflecting the corporate status of each Loan Party hereunder shall remain in full force such Unrestricted Subsidiary and effect notwithstanding the addition enforceability of any Loan Party hereundersuch Joinder Agreement.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) As soon as practicable but in any event within 30 Business Days of following the formation acquisition or creation of any Restricted Domestic Subsidiary (other than an Excluded Subsidiary), acquisition of a Restricted or the time any existing Excluded Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge Division of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign any Subsidiary (other than any Subsidiary that is or becomes a Foreign Subsidiary of a Loan Party organized under or an Excluded Subsidiary), cause to be delivered to the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) Administrative Agent each of the total combined voting power of all classes following, as applicable:
(a) a joinder agreement reasonably acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the voting Capital Stock Administrative Agent, a Borrower hereunder), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such Foreign Subsidiary or FSHCO Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and one-hundred percent (100%) naming the Administrative Agent for the benefit of the non-voting Capital Stock Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Foreign Subsidiary or FSHCO, in each case Security Instrument to the extent that such Capital Stock does not constitute Lien may be perfected by Uniform Commercial Code filing, and (ii) pledge agreements, security agreements, control agreements, and original collateral (including pledged Equity Interests (other than Excluded AssetsEquity Interests), as shall be requested by Agent together with appropriate certificates Securities and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or Instruments) and such other documents and agreements as may be reasonably required by the Administrative Agent, all as necessary to perfect establish and maintain a valid, perfected security interest in all Collateral in which such pledgeDomestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the reasonable request of the Administrative Agent, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a);
(d) current copies of the Organization Documents of each such Domestic Subsidiary, together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by a Responsible Officer of such Domestic Subsidiary (and applicable Governmental Authority in the case of charter documents); and
(e) with respect to any Subsidiary to become a Borrower hereunder, within five (5) Business Days prior to becoming a Borrower, all “know-your-customer” and customer due diligence documentation satisfactory to Agentthe Lenders to the extent such information is requested by the Administrative Agent or the Lenders reasonably promptly after written notice to the Administrative Agent of the proposed joinder of a Borrower.
(f) If any holder of the Term Loan Obligations or any agent thereof receives any guaranty from any Person, and (iii) provide or is granted additional collateral to secure such Term Loan Obligations after the Closing Date, the Loan Parties shall cause the same to be provided granted to the Administrative Agent all other customary and reasonable documentation requested thereby, includingfor the benefit of the Secured Parties, to the extent requested required by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunderIntercreditor Agreement.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (Roadrunner Transportation Systems, Inc.)
New Subsidiaries. (i) Within thirty (30) Business Days days after the acquisition or creation (by division or otherwise) of any Subsidiary (or such later date as the Administrative Agent may agree to in its discretion), cause to be delivered to the Administrative Agent each of the formation following, as applicable:
(a) a joinder agreement acceptable to the Administrative Agent duly executed by such Subsidiary sufficient to cause such Subsidiary to become a Borrower (or, in Administrative Agent’s discretion, a Guarantor), together with executed counterparts of any Restricted Subsidiaryeach other Loan Document reasonably requested by the Administrative Agent, acquisition including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify the Administrative Agent in all Collateral of such event and, promptly thereafter Subsidiary;
(and in any event within 30 days or such longer period as Agent may agreeb) (i) cause each Uniform Commercial Code financing statements naming such new Restricted Subsidiary that Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is not an Excluded Subsidiary necessary to deliver perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to Agent the extent such Lien may be perfected by Uniform Commercial Code filing, and (Aii) a Joinder Agreement pledge agreements, control agreements, Documents and original collateral (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunderincluding pledged Equity Interests) and (B) a supplemental Guaranty in such other documents and agreements as may be reasonably required by the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Administrative Agent, all as necessary to establish and maintain a valid, perfected security interest in form and substance reasonably satisfactory to all Collateral in which such Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Administrative Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement an opinion of counsel to the U.S. Security Agreement or the applicable Canadian Security AgreementLoan Parties and their Subsidiaries (including, as applicablewithout limitation, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)Subsidiary) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case addressed to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Administrative Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to the Administrative Agent, each of which opinions may be in form and (iii) provide or cause substance, including assumptions and qualifications contained therein, substantially similar to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more those opinions of counsel reasonably satisfactory delivered pursuant to AgentSection 5.01(a);
(d) current copies of the Organization Documents of each such Subsidiary, which in its opinion is together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and customary with respect to such the execution and delivery of documents described in this Section 7.12, all certified by the applicable documentation referred Governmental Authority or appropriate officer as the Administrative Agent may elect; and
(e) with respect to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted any Subsidiary shall to become a Loan Party hereunder with the same force and effect as if originally named as Borrower hereunder, within three (3) Business Days prior to becoming a Loan Party herein. The execution and delivery of the Joinder Agreement Borrower (which shall not require the consent of any Loan Party the Administrative Agent), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or Lender hereunder. The rights and obligations other applicable anti-money laundering laws to the extent such information is requested by the Administrative Agent or the Lenders reasonably promptly after written notice to the Administrative Agent of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition proposed joinder of any Loan Party hereundera Borrower.
(iif) Notwithstanding anything to the contrary contained set forth herein, neither Holdings nor any Restricted Subsidiary of Holdings the foregoing shall be required not constitute a consent to execute create or own a Foreign Subsidiary, which creation and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held ownership is prohibited by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral DocumentsSection 8.18.
Appears in 1 contract
New Subsidiaries. (a) In the event that, after the Closing Date, any Person becomes a Subsidiary of any Loan Party, whether pursuant to formation, acquisition or otherwise, (i) Within thirty the Borrower shall promptly notify the Lender and (30ii) Business Days within fifteen (15) days after such Person becomes a Subsidiary, the applicable Loan Party shall cause such Subsidiary (x) to become a Project Company Guarantor party to, and agree to be bound by the terms of, this Agreement and the other Loan Documents, grant Liens in favor of the formation Lender in all of its personal property, and authorize and deliver, at the request of the Lender, such UCC financing statements or similar instruments required by the Lender to perfect the Liens in favor of the Lender granted under any Restricted of the Loan Documents, in each case pursuant to a Joinder Agreement, satisfactory to the Lender in all respects and (y) to deliver all such other documentation (including without limitation, certified organizational documents, resolutions, lien searches and legal opinions) and to take all such other actions as such Subsidiary would have been required to deliver and take pursuant to Section 5.1 if such Subsidiary had been a Loan Party on the Closing Date, in each case as required by the Lender with respect to such new Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agentthe Lender
(b) The Loan Parties shall, and shall cause any applicable Subsidiary that becomes a Loan Party to, pledge its ownership interest in any Equity Interests in any Person that becomes a Subsidiary after the Closing Date within fifteen (15) days after the day on which such Person becomes a Subsidiary (but in any event prior to the disbursement of any Loans attributable to any Approved Project owned or to be owned by such Subsidiary), by delivering to the Lender (i) a supplement to the Security Agreement in the form of Annex A attached thereto, and (ii) all original certificates evidencing such pledged Equity Interests, together with respect appropriate transfer powers executed in blank.
(c) Once any Subsidiary becomes a party to all new Restricted Subsidiaries that are directly owned this Agreement in whole or in part by accordance with this Section 6.17, such Subsidiary thereafter shall remain a party to this Agreement as a Loan Party, cause and the Equity Interests in such Loan Party to provide to Agent a supplement Subsidiary (including, all initial Subsidiaries) shall remain subject to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunderLender.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. The Borrowers shall, at their own expense promptly, and in any event within twenty (i) Within thirty (3020) Business Days of after the formation or acquisition of any Restricted Subsidiary by any Loan Party (other than an Excluded Subsidiary, acquisition of a Restricted ) or after any -109- 4147-6459-6034 Excluded Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall Subsidiary (A) notify the Administrative Agent of such event andin writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(viii)), promptly thereafter (B) cause such Subsidiary to execute and deliver or otherwise become a party to the Guaranty and to become a party to the Security Agreement and each other applicable Security Document, in each case in accordance with the terms thereof and amend the Security Documents as appropriate in light of such event to pledge to the Administrative Agent for the benefit of itself and the Lenders 100% of the Equity Securities of such Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, provided that any Excluded Subsidiary that ceases to be an Excluded Subsidiary shall only be required to become a party to the Security Documents if no Default or Event of Default would result therefrom, (C) deliver (or cause the appropriate Person to deliver) to the Administrative Agent all stock certificates and other instruments constituting Collateral thereunder free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be requested by the Administrative Agent to perfect the Administrative Agent’s first priority Lien in such Collateral consisting of Equity Securities in compliance with any event within 30 days or such longer period as Agent may agree) applicable laws of jurisdictions outside of the United States), (iD) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each new Subsidiary) required by law or requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lender Parties, a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent, (E) deliver (or cause the appropriate Person to deliver) the Organizational Documents, certificates, resolutions and other documents that would have been required of such new Restricted Subsidiary that is not an Excluded under clause (a) of Schedule 3.01 if such Subsidiary to deliver to Agent (A) had been a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) Borrower on the Fifth Restatement Effective Date and (BF) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all an opinion of counsel in form and substance reasonably satisfactory to Agent, (ii) the Administrative Agent with respect to all each new Restricted Subsidiaries that are directly owned in whole or in part by a Loan PartyGuarantor, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case Equity Securities of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to AgentSubsidiary, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome set forth in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentsthis Section 5.01(j).
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) Business Days Simultaneously with the acquisition or creation of any Subsidiary of the formation Borrower or the Parent, the Borrower and the Parent shall cause to be delivered to the Administrative Agent and the Collateral Agent (or to either of any Restricted them as may be specified) each of the following:
(a) to the Administrative Agent, if such Subsidiary is a Domestic Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Guaranty Joinder Agreement executed by such Subsidiary;
(b) if the Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of Securities issued by such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is are, or are required to become, Pledged Interests, shall be owned by the Borrower or by a Subsidiary of the Parent or the Borrower who has not an Excluded Subsidiary then executed and delivered to deliver the Collateral Agent a Pledge Agreement granting a Lien to Agent (A) the Collateral Agent, for the ratable benefit of the Credit Secured Parties, in such equity interests, a Pledge Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be or a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Pledge Agreement, as applicable, providing for executed by the pledge of Borrower or by the Capital Stock in Subsidiary that directly owns such new Restricted Subsidiary owned by such Loan Party Securities, with appropriate conforming changes (or, in as to the case of a FSHCO or a Foreign Subsidiary (other than a Pledged Interests issued by any Direct Foreign Subsidiary of the Borrower or the Parent, in a Loan Party organized under form acceptable to the laws of Canada (Administrative Agent and the Collateral Agent), and if such Subsidiary Securities shall be owned by the Parent or any province or territory thereof)) that is a CFC, sixty-five percent (65%) Subsidiary of the total combined voting power of all classes Parent who has previously executed a Pledge Agreement or Pledge Joinder Agreement, a Pledge Agreement Supplement in the form required by such Pledge Agreement pertaining to such Subsidiary Securities;
(c) to the Collateral Agent, if the Pledged Interests issued by such Subsidiary constitute securities under Article 8 of the voting Capital Stock Uniform Commercial Code (i) the certificates representing 100% of such Foreign Subsidiary Securities and (ii) duly executed, undated stock powers or FSHCO other appropriate powers of assignment in blank affixed thereto;
(i) Uniform Commercial Code financing statements on form UCC-1 or otherwise duly executed by the pledgor as “Debtor” and one-hundred percent (100%) naming the Collateral Agent, for the benefit of the nonCredit Secured Parties, as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and the Collateral Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Collateral Agent, for the benefit of the Credit Secured Parties, the Lien on such Subsidiary Securities and (ii) if the Pledged Interests issued by such Subsidiary do not constitute securities and such Subsidiary has not elected to have such interests treated as securities under Article 8 of the applicable Uniform Commercial Code, a control agreement sufficient to confer control (within the meaning of Section 9-voting Capital Stock 106 of such Foreign Subsidiary or FSHCOthe Uniform Commercial Code), and otherwise in each case form and substance acceptable to the extent that Collateral Agent;
(e) an opinion of counsel to such Capital Stock does not constitute Excluded Assets)Subsidiary dated as of the date of delivery of the Subsidiary Guaranty and other Loan Documents provided for in this Section 6.20 and addressed to the Administrative Agent, as shall be requested by the Collateral Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, acceptable to the extent requested by Agent, one or more Administrative Agent and the Collateral Agent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel reasonably satisfactory delivered pursuant to AgentSection 4.01(a)); and
(f) current copies of the Organizational Documents of such Subsidiary, which in its opinion is minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or applicable law, of the shareholders, members or partners) of such Subsidiary authorizing the actions and customary with respect to such the execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain documents described in full force and effect notwithstanding the addition of any Loan Party hereunderthis Section 6.20.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. Within seven (7) days of the acquisition or creation of any Material Subsidiary, cause to be delivered to the Collateral Agent for the benefit of the Secured Parties each of the following:
(a) a Facility Guaranty executed by such Material Subsidiary, if a Domestic Subsidiary, substantially in the form of Exhibit G;
(b) each applicable Security Instrument of such Material Subsidiary, if a Domestic Subsidiary, to the extent such Material Subsidiary owns collateral of the type covered by such Security Instrument, substantially in the form of Exhibit K, L and M, together with (i) Within thirty (30) Business Days such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Material Subsidiary as "Debtor" and naming the Collateral Agent for the benefit of the formation Secured Parties as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Collateral Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Collateral Agent for the benefit of the Secured Parties the Lien on Collateral granted under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing, and (ii) landlord waivers, bailee waivers, processor waivers, warehouseman waivers, title insurance, surveys, appraisals, environmental assessments and other documents, certificates and agreements as the Collateral Agent may reasonably request in order to establish and maintain its Lien on any Restricted Subsidiaryreal property of such Material Subsidiary covered thereby;
(c) if the Subsidiary Securities issued by such Material Subsidiary that are, acquisition of a Restricted Subsidiary or at any time are required to become, Pledged Interests, shall be owned by a Subsidiary becomes who has not then executed and delivered to the Collateral Agent a Restricted Subsidiary or ceases Pledge Agreement granting a Lien to be an Excluded Subsidiarythe Collateral Agent, Lead Borrower shall notify Agent for the benefit of the Lender and the other Secured Parties, in such event andequity interests, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted a Pledge Agreement executed by the Subsidiary that is not an Excluded directly owns such Material Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty Securities substantially in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party K (or, in as to the case of a FSHCO or a Pledged Interests issued by any Direct Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCOSubsidiary, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in a form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect acceptable to the Collateral Agent), and if such Subsidiary Securities shall be owned by the Borrower or a Loan Party pursuant Subsidiary who has previously executed a Pledge Agreement, a Pledge Agreement Supplement in the form required by such Pledge Agreement pertaining to such Subsidiary Securities;
(d) if the terms Pledged Interests issued by such Material Subsidiary constitute securities under Article 8 of the Collateral Documents.Uniform Commercial Code (i) the certificates representing 100% of such
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted SubsidiaryAs soon as practicable, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and but in any event within 30 days Business Days (or such longer period as Agent Lender may agreeagree in its sole discretion) following the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Lender each of the following, as applicable:
(a) a joinder agreement acceptable to the Lender duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Lender if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower hereunder), together with executed counterparts of each other Loan Document reasonably requested by the Lender, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Lender in all Collateral of such Domestic Subsidiary;
(b) (i) cause each Uniform Commercial Code financing statements naming such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a Person as “Designated BorrowerDebtor” hereunder) and (B) a supplemental Guaranty naming the Lender for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient, in the form attached hereto as Exhibit Greasonable opinion of the Lender and its special counsel, to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to deliver perfect in favor of the Lender for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to Agent the extent such security documents, together with appropriate financing statements, reasonably requested Lien may be perfected by Agent, all in form a Uniform Commercial Code and substance reasonably satisfactory to Agent, (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests, Securities and Instruments) and such other documents and agreements as may be reasonably required by the Lender, all as necessary to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with respect the terms of the Loan Documents;
(c) upon the request of the Lender, an opinion of counsel to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause each such Loan Party to provide to Agent a supplement Domestic Subsidiary and addressed to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLender, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, acceptable to the extent requested by AgentLender, one or more each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel reasonably satisfactory delivered pursuant to AgentSection 5.01(a);
(d) current copies of the Organization Documents of each such Domestic Subsidiary, which in its opinion is minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable Law, of the shareholders, members or partners) of such Person authorizing the actions and customary with respect to such the execution and delivery of documents described in this Section 7.12, all certified by the applicable documentation referred to above. Upon execution and delivery of Governmental Authority or appropriate officer as the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.may elect; and
(iie) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by any Subsidiary to become a Loan Party pursuant Borrower hereunder, within three (3) Business Days prior to becoming a Borrower, all “know-your-customer” and customer due diligence documentation satisfactory to the terms Lender to the extent such information is requested by the Lender reasonably promptly after written notice to the Lender of the Collateral Documentsproposed joinder of a Borrower.
Appears in 1 contract
New Subsidiaries. Within 30 Business Days after the date of the acquisition or creation of any Subsidiary by the Borrower or Wholly-Owned Subsidiary, such Person will cause to be delivered to the Agent for the benefit of the Lenders each of the following:
(i) Within thirty a joinder to the Guaranty, the Guarantor Pledge Agreement and the Guarantor Security Agreement;
(30ii) Business Days if such Subsidiary is a corporation, a limited liability company or a partnership that has issued certificates evidencing ownership of interests therein, the formation capital stock or, if applicable, certificates of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent ownership of such event andlimited liability company or partnership, promptly thereafter (and in any event within 30 days or as the case may be, of such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documentsPerson pertaining thereto, together with appropriate financing statementsduly executed stock powers or powers of assignment in blank affixed thereto;
(iii) if such Subsidiary is a limited liability company or a partnership not described in clause (ii) immediately above, reasonably requested by Agentan acknowledgment of security interest of such limited liability company or partnership, all as the case may be, with respect to the registration of the Lien on membership or partnership interests in such Subsidiary, as the case may be, of such Person which acknowledgment shall be in form and substance reasonably satisfactory to the Agent, ;
(iiiv) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or appropriate schedules attached to the applicable Canadian Security AgreementCollateral Documents to reflect the acquisition by the Borrower or, as applicable, providing for the pledge a Wholly-Owned Subsidiary of the Capital Stock in Borrower, of such new Restricted Subsidiary owned Subsidiary, certified as true, correct and complete by such Loan the Authorized Officer of the relevant Credit Party (or, in provided that the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized failure to deliver such supplement shall not impair the rights conferred under the laws of Canada Collateral Documents in after acquired Collateral and Pledged Collateral);
(or any province or territory thereof)v) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates in its reasonable discretion, an opinion or opinions of counsel to the Borrower and powers or financing statements under such Subsidiary, dated as of the UCC or date of delivery of the PPSAGuaranty, as applicable, or other applicable personal property or moveable property registries or other documents necessary provided in the foregoing clause (i) and addressed to perfect such pledgethe Agent and the Lenders, in form and substance reasonably satisfactory acceptable to Agentthe Agent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.1.8), to the effect that:
(A) such Subsidiary is duly organized, validly existing and (iii) provide or cause in good standing in the jurisdiction of its organization, has the requisite power and authority to own its properties and conduct its business as then owned and then proposed to be provided conducted and is duly qualified to transact business and is in good standing in each jurisdiction listed on the schedule attached to such opinion;
(B) the execution, delivery and performance of the Guaranty, the Guarantor Pledge Agreement and the Guarantor Security Agreement described in clause (i) of this Section 7.1.12, have been duly authorized by all requisite action (including any required shareholder, member or partner approval), such agreement has been duly executed and delivered and constitutes the valid and binding obligation of such Subsidiary, enforceable against such Subsidiary in accordance with its terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to creditors' rights and remedies generally, or to general principles of equity, whether enforcement thereof is considered in a court of law or equity; and
(C) all financing statements, instruments and documents are in a form which is sufficient to create a security interest in favor of the Agent all other customary in the Pledged Collateral and reasonable documentation requested therebythe Collateral, as the case may be;
(vi) current copies of the charter documents, including, to limited liability agreements and certificates of formation, partnership agreements and certificates of limited partnership, if applicable, and bylaws of such Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the extent requested Board of Directors, members, partners, or appropriate committees thereof (and, if required by Agentsuch charter documents, one bylaws or more opinions by applicable laws, of counsel reasonably satisfactory to Agentthe shareholders, which in its opinion is appropriate members or partners) of such Subsidiary authorizing the actions and customary with respect to such the execution and delivery of documents described in this Section 7.1.2 and evidence satisfactory to the applicable documentation referred to above. Upon execution and delivery Agent (confirmation of the Joinder Agreement receipt of which will be provided by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything Agent to the contrary contained herein, neither Holdings nor any Restricted Lenders) that such Subsidiary is Solvent as of Holdings shall be required to execute such date and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation after giving effect to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral DocumentsGuaranty.
Appears in 1 contract
New Subsidiaries. Lessee will promptly, but no later than twenty-one (21) days after (i) Within thirty the acquisition or creation of any Subsidiary which would have been a Material Domestic Subsidiary if included in Lessee's consolidated financial statements for the fiscal year then most recently ended, or (30ii) Business Days any previously existing Person becomes a Material Domestic Subsidiary as reflected in the then most recent financial statements delivered by Lessee, cause to be delivered to Administrative Agent for the benefit of the formation Lenders and Lessor each of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent the following:
(A) a Joinder Agreement (Guaranty executed by such Material Domestic Subsidiary substantially in the form of Exhibit I, with appropriate insertions of identifying information and such other changes to which Joinder Agreement will specify whether such new Loan Party will be Administrative Agent may consent in its discretion, together with a “Designated Borrower” hereunder) and consent by Guarantor to its assignment by Lessor to Administrative Agent, as collateral for the Loans;
(B) a supplemental an opinion of counsel to such Subsidiary dated as of the date of delivery of the Guaranty provided for in the form attached hereto as Exhibit G, this Section 5.1(v) and addressed to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Administrative Agent, all in form the General Partner, the Lessor and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to AgentAdministrative Agent to the effect that:
(i) such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted and proposed to be conducted and to execute, deliver and perform the Guaranty described in this Section 5.1(v) to which such Subsidiary is a signatory, and (iii) provide is duly qualified to transact business and is in good standing as a foreign corporation or cause partnership in each other jurisdiction in which the character of the properties owned or leased, or the business carried on by it, requires such qualification and the failure to be provided so qualified would reasonably be likely to Agent result in a Material Adverse Effect;
(ii) the execution, delivery and performance of the Guaranty described in this Section 5.1(v) to which such Subsidiary is a signatory have been duly authorized by all other customary requisite corporate or partnership action (including any required shareholder or partner approval), such agreement has been duly executed and reasonable documentation requested therebydelivered and constitutes the valid and binding agreement of such Subsidiary, includingenforceable against such Subsidiary in accordance with its terms, subject to the extent requested effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity (whether considered in a proceeding at law or in equity);
(C) current copies of the Organizational Documents and Operating Documents of such Material Domestic Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by Agentsuch Organizational Documents, one Operating Documents or more opinions applicable law, of counsel reasonably satisfactory to Agent, which in its opinion is appropriate the shareholders) of such Subsidiary authorizing the actions and customary with respect to such the execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain documents described in full force and effect notwithstanding the addition of any Loan Party hereunderthis Section 5.1(v).
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. Not later than sixty (i60) Within thirty (30) Business Days days following the acquisition or creation of any Subsidiary cause to be delivered to the Agent for the benefit of the formation Lenders each of any Restricted Subsidiarythe following:
(a) a Facility Guaranty executed by such Subsidiary substantially in the form of Exhibit I;
(b) a Security Agreement of such Subsidiary substantially in the form of Exhibit J, acquisition together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as "Debtor" and naming the Agent for the benefit of a Restricted the Agent and the Lenders as "Secured Party", in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing;
(c) if the Subsidiary Securities issued by such Subsidiary that are, or at any time are required to become, Pledged Interests, shall be owned by a Subsidiary becomes who has not then executed and delivered to the Agent a Restricted Subsidiary or ceases Pledge Agreement granting a Lien to be an Excluded Subsidiarythe Agent, Lead Borrower shall notify for the benefit of the Agent of and the Lenders, in such event andequity interests, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted a Pledge Agreement executed by the Subsidiary that is not an Excluded directly owns such Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty Securities substantially in the form attached hereto as Exhibit GK, and if such Subsidiary Securities shall be owned by the Borrower or a Subsidiary who has previously executed a Pledge Agreement, a Pledge Agreement Supplement in the form required by such Pledge Agreement pertaining to deliver such Subsidiary Securities;
(d) if the Pledged Interests issued by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (i) the certificates representing 100% of such Subsidiary Securities and (ii) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto;
(e) if the Pledged Interests issued by such Subsidiary do not constitute securities and such Subsidiary has not elected to have such interests treated as securities under Article 8 of the applicable Uniform Commercial Code, (i) Uniform Commercial Code financing statements on form UCC-1 or otherwise duly executed by the pledgor as "Debtor" and naming the Agent for the benefit of the Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on such security documentsSubsidiary Securities and (B) a control agreement from the Registrar of such Subsidiary, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory acceptable to Agentthe Agent and in which the Registrar (1) acknowledges that the pledgor is at the date of such acknowledgment the sole record, and to its knowledge, beneficial owner of such Subsidiary Securities, (ii2) with respect to all new Restricted Subsidiaries that are directly owned acknowledges the Lien in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge favor of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized Agent conferred under the laws Pledge Agreement and that such Lien will be reflected on the registry for such Subsidiary Securities, (3) agrees that it will not register any transfer of Canada (or such Subsidiary Securities nor acknowledge any province or territory thereof)) that is a CFCLien in favor of any other Person on such Subsidiary Securities, sixty-five percent (65%) without the prior written consent of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCOAgent, in each case instance, until it receives notice from the Agent that all Liens on such Collateral in favor of the Agent for the benefit of the Agent and the Lenders have been released or terminated, and (4) agrees that upon receipt of notice from the Agent that an Event of Default has occurred and is continuing and that the Subsidiary Securities identified in such notice have been transferred to a transferee identified in such notice, it will duly record such transfer of Subsidiary Securities on the appropriate registry without requiring further consent from the pledgor and shall thereafter treat the transferee as the sole record and beneficial owner of such Subsidiary Securities pending further transfer, notwithstanding any contrary instruction received from the pledgor;
(f) an opinion of counsel to the extent that such Capital Stock does not constitute Excluded Assets), Subsidiary dated as shall be requested by of the date of delivery of the Facility Guaranty and other Loan Documents provided for in this Section 8.20 and addressed to the Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to Agent, the Agent (which opinion may include assumptions and (iii) provide or cause qualifications of similar effect to be provided those contained in the opinions of counsel delivered pursuant to Agent all other customary and reasonable documentation requested thereby, includingSection 6.1(a)), to the extent requested by Agenteffect that:
(i) such Subsidiary is duly organized, one validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted and proposed to be conducted and to execute, deliver and perform the Facility Guaranty and other Loan Documents described in this Section 8.20 to which such Subsidiary is a signatory, and is duly qualified to transact business and is in good standing as a foreign corporation or more opinions of counsel reasonably satisfactory to Agent, partnership in each other jurisdiction in which in its opinion is appropriate and customary with respect to such execution and delivery the character of the applicable documentation referred properties owned or leased, or the business carried on by it, requires such qualification and the failure to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become be so qualified would reasonably be likely to result in a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.Material Adverse Effect;
(ii) Notwithstanding anything the execution, delivery and performance of the Facility Guaranty and other Loan Documents described in this Section 8.20 to which such Subsidiary is a signatory have been duly authorized by all requisite corporate or partnership action (including any required shareholder or partner approval), each of such agreements has been duly executed and delivered and constitutes the valid and binding agreement of such Subsidiary, enforceable against such Subsidiary in accordance with its terms, subject to the contrary contained hereineffect of any applicable bankruptcy, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreementmoratorium, Guarantyinsolvency, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock reorganization or other property held by it if such action (A) for reasons similar law affecting the enforceability of cost, legal limitations or other matters is unreasonably burdensome in relation creditors' rights generally and to the benefits effect of general principles of equity (whether considered in a proceeding at law or in equity);
(iii) the Subsidiary Securities of such Subsidiary are duly authorized, validly issued, fully paid and nonassessable, and free of any preemptive rights, and the applicable Security Instrument is effective to create a valid security interest in favor of the Agent for the benefit of the Agent and the Lenders in such Subsidiary Securities as constitute Pledged Interests; and
(iv) the Uniform Commercial Code financing statements on Form UCC- 1 delivered to the Lenders Agent by the Subsidiary in connection with the delivery of Holdings’ or the Security Instruments of such Restricted Subsidiary’s guaranty or security as reasonably determined Subsidiary have been duly executed by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect the Subsidiary and, if requested by the Agent, an opinion to the effect that are in form, substance and number sufficient for filing in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on Collateral owned by a Loan Party pursuant conferred under such Security Instruments to the terms of the Collateral Documentsextent such Lien may be perfected by Uniform Commercial Code filing.
Appears in 1 contract
New Subsidiaries. Simultaneously with the acquisition or creation of any Subsidiary, cause to be delivered to the Agent each of the following:
(a) if the Subsidiary is a Domestic Subsidiary, a Facility Guaranty executed by such Subsidiary substantially in the form of EXHIBIT I;
(b) if the Subsidiary is a Domestic Subsidiary, (i) Within thirty (30) Business Days a Security Agreement of such Subsidiary substantially in the form of EXHIBIT K, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as "Debtor" and naming the Agent for the benefit of the formation Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases the Agent and its special counsel to be an Excluded Subsidiaryfiled in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing;
(c) if the Subsidiary is a Domestic Subsidiary and owns any Intellectual Property, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause an Intellectual Property Security Agreement of such Subsidiary substantially in the form of EXHIBIT N and (ii) an Intellectual Property Assignment of such Subsidiary substantially in the form of EXHIBIT O, in each such new Restricted Subsidiary that is not an Excluded Subsidiary case, together with (in addition to deliver the Uniform Commercial Code filings referred to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunderin SECTIONS 9.18(b) and (Bf)) such financing statements and other filings with the Patent and Trademark Office or such other office or offices of any Governmental Authority as the Agent deems necessary, executed by such Subsidiary as "Debtor" and naming the Agent for the benefit of the Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all required filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on Collateral conferred under such Intellectual Property Security Instrument to the extent such Lien may be perfected by filing;
(d) if the Subsidiary is either a supplemental Guaranty Domestic Subsidiary or a Direct Foreign Subsidiary, and if the Subsidiary Securities issued by such Subsidiary that are, or are required to become, Pledged Interests, shall be owned by a Subsidiary who has not then executed and delivered to the Agent a Pledge Agreement granting a Lien to the Agent, for the benefit of the Agent and the Lenders, in such equity interests, a Pledge Agreement executed by the Subsidiary that directly owns such Subsidiary Securities substantially in the form attached hereto as Exhibit GEXHIBIT L or such other form of instrument specific to the foreign jurisdiction of such Direct Foreign Subsidiary as the Agent, in its sole discretion, may require, and if such Subsidiary Securities shall be owned by the Borrower or a Subsidiary who has previously executed a Pledge Agreement, a Pledge Agreement Supplement in the form required by such Pledge Agreement pertaining to deliver such Subsidiary Securities;
(e) if the Subsidiary is a Domestic Subsidiary or a Direct Foreign Subsidiary and the Pledged Interests issued by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (i) the certificates representing 100% of such Subsidiary Securities that are Pledged Interests and (ii) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto;
(f) with respect to the pledges required by Sections 9.18(d) and (e) (i) Uniform Commercial Code financing statements on form UCC-1 or otherwise duly executed by the pledgor as "Debtor" and naming the Agent for the benefit of the Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on such security documentsSubsidiary Securities and (ii) if the Pledged Interests issued by such Subsidiary do not constitute securities and such Subsidiary has not elected to have such interests treated as securities under Article 8 of the applicable Uniform Commercial Code, together with appropriate financing statementsa control agreement from the Registrar of such Subsidiary, reasonably requested by Agent, all in form and substance reasonably satisfactory acceptable to the Agent and in which the Registrar (1) acknowledges that the pledgor is at the date of such acknowledgment the sole record, and to its knowledge, beneficial owner of such Subsidiary Securities, (2) acknowledges the Lien in favor of the Agent conferred under the Pledge Agreement and that such Lien will be reflected on the registry for such Subsidiary Securities, (3) agrees that it will not register any transfer of such Subsidiary Securities nor acknowledge any Lien in favor of any other Person on such Subsidiary Securities, without the prior written consent of the Agent, in each instance, until it receives notice from the Agent that all Liens on such Collateral in favor of the Agent for the benefit of the Agent and the Lenders have been released or terminated, and (ii4) agrees that upon receipt of notice from the Agent that an Event of Default has occurred and is continuing and that the Subsidiary Securities identified in such notice have been transferred to a transferee identified in such notice, it will duly record such transfer of Subsidiary Securities on the appropriate registry without requiring further consent from the pledgor and shall thereafter treat the transferee as the sole record and beneficial owner of such Subsidiary Securities pending further transfer, notwithstanding any contrary instruction received from the pledgor;
(g) if the Subsidiary is a Domestic Subsidiary and owns or leases any real property that is Mortgaged Property, a Mortgage with respect to each such Mortgaged Property, along with the appropriate Real Property Support Documents required in connection with each such Mortgage;
(h) with respect to all new Restricted Subsidiaries that are directly owned of the foregoing in whole or in part by a Loan PartySECTIONS 9.18(a) through (g), cause such Loan Party to provide to Agent a supplement to the U.S. appropriate schedules attached to the appropriate Security Agreement Instruments listing the additional Collateral, certified as true, correct and complete by the Authorized Representative (provided that the failure to deliver such supplement shall not impair the rights conferred under the Security Instruments in after acquired Collateral);
(i) with respect to the foregoing, an opinion or opinions of counsel to the applicable Canadian Security Agreement, Subsidiary dated as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case date of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) delivery of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO Facility Guaranty and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, other Loan Documents provided for in each case this SECTION 9.18 and addressed to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, acceptable to the extent requested by Agent, one or more Agent of similar effect to the opinions of counsel reasonably satisfactory delivered pursuant to AgentSECTION 7.1(a)(ii); and
(j) current copies of the Organizational Documents and Operating Documents of such Subsidiary, which in its opinion is minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, managing members or appropriate committees thereof (and, if required by such Organizational Documents, Operating Documents or applicable law, of the shareholders, members or partners) of such Subsidiary authorizing the actions and customary with respect to such the execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain documents described in full force and effect notwithstanding the addition of any Loan Party hereunderthis SECTION 9.18.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. (i) Within As soon as practicable but in any event within thirty (30) Business Days days of any acquisition or substantive beginning of operations for any newly created Subsidiary, cause to be delivered to the Agent for the benefit of the formation Lenders each of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) the following:
(i) cause each a Facility Guaranty executed by such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty substantially in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, of EXHIBIT I;
(ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement an opinion of counsel to the U.S. Security Agreement or the applicable Canadian Security Agreement, Subsidiary dated as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case date of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) delivery of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO Facility Guaranty provided for in this SECTION 7.19 and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case addressed to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to Agentthe Agent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to SECTION 5.1(A)), to the effect that:
(A) such Subsidiary is duly incorporated (or in the case of a recently formed subsidiary, duly organized) organized, validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted;
(B) the execution, delivery and performance of the Facility Guaranty described in this SECTION 7.19 to which such Subsidiary is a signatory has been duly authorized by all requisite corporate or partnership action (including any required shareholder or partner approval), such agreement has been duly executed and delivered and constitutes the valid and binding agreement of such Subsidiary, enforceable against such Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity (whether considered in a proceeding at law or in equity); and
(C) neither the execution or delivery of, nor performance by such Subsidiary of its obligations under, the Facility Guaranty described in this SECTION 7.19 to which such Subsidiary is a signatory (a) does or will conflict with, violate or constitute a breach of (i) the charter or partnership agreement or bylaws of such Subsidiary, (ii) any laws, rules or regulations applicable to such Subsidiary, (b) requires the prior consent of, notice to, license from or filing with any Governmental Authority which has not been duly obtained or made on or prior to the date hereof.
(iii) provide current copies of the charter documents, including partnership agreements and certificate of limited partnership, if applicable, and bylaws of such Subsidiary, minutes of duly called and conducted meetings (or cause to be provided to Agent all other customary duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable law, of the shareholders) of such Subsidiary authorizing the actions and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution documents described in this SECTION 6.19 and delivery specimen signatures of the Joinder Agreement by each officers of such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required authorized to execute and deliver any joinder agreementsuch documents, Guaranty, Collateral Document all as certified by the secretary or any other document an assistance secretary or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if comparable representative of such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
Sources: Revolving Credit and Reimbursement Agreement (Watsco Inc)
New Subsidiaries. (i) Within thirty (30) Business Days of Simultaneously with the formation acquisition or creation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded a Subsidiary of a Canadian Company, cause to deliver be delivered to the Agent each of the following:
(Ai) a Joinder Agreement (which Joinder Agreement will specify whether Guaranty executed by such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty Subsidiary substantially in the form attached hereto as of Exhibit G, and to deliver to Agent C;
(ii) a Subsidiary Security Agreement of such security documentsSubsidiary substantially in the form of Exhibit D, together with appropriate such Uniform Commercial Code financing statementsstatements on Form UCC-1 naming such Subsidiary as “Debtor” and naming the Agent for the benefit of the Lenders as “Secured Party”, reasonably in form, substance and number sufficient in the reasonable opinion of the Agent and its counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Lenders the Lien on the Collateral to the extent such Lien may be perfected by Uniform Commercial Code filing;
(iii) an amendment to the Pledge Agreement which results in all of the stock or other ownership interests of the Subsidiary to be subject to the Pledge Agreement and further deliver to the Agent all certificates of stock or other ownership interests as Agent may require in order for Agent to perfect a security interest in such stock or ownership interests;
(iv) if requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement an opinion of counsel to the U.S. Subsidiary dated as of the date of delivery of the Guaranty and other Loan Documents provided for in this Section 7.01(g) and addressed to the Agent and the Lenders, as to the due execution delivery and enforceability of the Guaranty and the Subsidiary Security Agreement or and such other matters as reasonably required by the applicable Canadian Security Agreement, as applicable, providing for the pledge Agent;
(v) current copies of the Capital Stock in organizational documents of such new Restricted Subsidiary owned by such Loan Party (orSubsidiary, in the case minutes of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada duly called and conducted meetings (or any province or territory thereof)) that is a CFC, sixty-five percent (65%duly effected consent actions) of the total combined voting power Board of all classes Directors, partners, or appropriate committees thereof (and, if required by such organizational documents, operating documents or applicable law, of the voting Capital Stock shareholders, members or partners) of such Foreign Subsidiary or FSHCO authorizing the actions and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain documents described in full force and effect notwithstanding the addition of any Loan Party hereunderthis Section 7.01(g).
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (QC Holdings, Inc.)
New Subsidiaries. (ia) Within thirty (30) Business Days 30 days of the formation or Acquisition of any Restricted Subsidiary, acquisition of a Restricted Significant Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases Significant Subsidiary, Tech Data shall cause to be an Excluded Subsidiarydelivered to Administrative Agent for the benefit of the Lessor, Lead Borrower shall notify Agent of such event andAdministrative Agent, promptly thereafter (Lenders and in any event within 30 days or such longer period Holders, as Agent may agree) applicable:
(i) cause each such new Restricted In the case of a Significant Subsidiary that is not an Excluded Subsidiary to deliver to Agent a Domestic Subsidiary, (A) a Joinder Guaranty Agreement (which Joinder Agreement will specify whether Lessee and Construction Agent Obligations) substantially in the form of EXHIBIT C executed by such new Loan Party will be a “Designated Borrower” hereunder) and Significant Subsidiary, (B) a supplemental Guaranty an opinion of counsel to the Significant Subsidiary dated as of the date of delivery of the Guaranties provided for in the form attached hereto as Exhibit G, this SECTION 28.6 and addressed to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Administrative Agent, all in form the Lessor, the Lenders and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeHolders, in form and substance reasonably satisfactory acceptable to Administrative Agent, and (iiiC) provide the Organization Documents of such Significant Subsidiary;
(ii) In the case of a Significant Subsidiary that is a Direct Foreign Subsidiary, (A) a Pledge Agreement executed by Tech Data or any Domestic Subsidiary (each, a "PLEDGOR") directly owning the stock of such Significant Subsidiary which shall pledge to Administrative Agent for the benefit of Administrative Agent, the Lessor, the Lenders and the Holders, 65% of the voting securities or other interests having ordinary voting power and 100% of the other securities of or ownership interests in such Significant Subsidiary, (B) opinions of counsel to each Pledgor and to the Significant Subsidiary that under the laws of the applicable foreign jurisdiction, all agreements, notices and other documents required to be executed, delivered, filed or recorded and all other action required to be taken, within or pursuant to the laws of such jurisdiction to perfect the Lien conferred in favor of Administrative Agent has been duly executed, delivered, filed, recorded or taken, as the case may be, and (C) take such further action and deliver or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent delivered such further documents as reasonably requested by AgentAdministrative Agent to effect the transactions contemplated herein;
(b) If at any time the sum of the total assets or total annual revenues of Domestic Subsidiaries that have not executed and delivered to Administrative Agent a Guaranty Agreement (Lessee and Construction Agent Obligations) in substantially the form of EXHIBIT C exceeds in the aggregate $150,000,000, Tech Data shall promptly cause there to be delivered to Administrative Agent one or more opinions additional Guaranties of counsel reasonably satisfactory to Agent, which Domestic Subsidiaries that do not constitute Significant Subsidiaries in its opinion is appropriate and customary with respect order that after giving effect to such execution and delivery additional Guaranties, the sum of the applicable documentation referred to above. Upon execution total assets or total revenues, in either or both cases, of Domestic Subsidiaries that have not delivered a Guaranty Agreement (Lessee and delivery of Construction Agent Obligations) does not exceed in the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunderaggregate $150,000,000.
(iic) Notwithstanding anything The parties acknowledge and agree that so long as SECTION 7.13(B) of the Amended Tech Data Credit Agreement requires the pledge of 65% of the Voting Securities of any Person, the actual Voting Securities of such Person pledged to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings Administrative Agent pursuant to this SECTION 28.6 shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security same as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party those pledged pursuant to the terms SECTION 7.13(B) of the Collateral DocumentsAmended Tech Data Credit Agreement, so that compliance with such agreement and this Lease does not result in the pledge of more than 65% of the Voting Securities (plus 100% of the other securities of or interests in) such Person.
Appears in 1 contract
Sources: Lease Agreement (Tech Data Corp)
New Subsidiaries. (ia) Within thirty (30) Business Days of the formation of any Restricted SubsidiaryPromptly, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days 15 Business Days, after the acquisition or such longer period as creation of any Domestic Subsidiary, cause to be delivered to the Agent may agree) for the benefit of the Lenders each of the following:
(i) cause each a Guaranty executed by such new Restricted Domestic Subsidiary substantially in the form of Exhibit I attached to the Original Credit Agreement, mutatis mutandis;
(ii) a Security Agreement executed by such Domestic Subsidiary substantially in the form of Exhibit J attached to the Original Credit Agreement, mutatis mutandis, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as "Debtor" and naming the Agent for the benefit of the Lenders as "Secured Party", in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Lenders the Lien on Collateral conferred by such Domestic Subsidiary under such Security Agreement to the extent such Lien may be perfected by Uniform Commercial Code filing;
(iii) the Pledged Interests of such Domestic Subsidiary, which is issued or existing and outstanding, together with duly executed stock powers or powers of assignment in blank affixed thereto or registrar's pledge certificate and control agreement, as applicable, and an executed Pledge Agreement Supplement pledging 100% of the capital stock or equity or other ownership interest of such newly acquired or created Domestic Subsidiary;
(iv) a supplement to the appropriate schedule attached to the appropriate Security Instruments listing the additional Collateral, certified as true, correct and complete by the Authorized Representative (provided that is not an Excluded Subsidiary the failure to deliver to Agent such supplement shall not impair the rights conferred under the Security Instruments in after acquired Collateral);
(Av) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty an Intercompany Note in the form attached hereto as Exhibit GG and an Intercompany Note Pledge Agreement and a Subordination Agreement executed by such Domestic Subsidiary, substantially in the forms of Exhibits M and N, respectively, attached to the Original Credit Agreement, mutatis mutandis;
(vi) if applicable, an IPSA Supplement and an Intellectual Property Assignment;
(vii) if requested by the Agent or the Required Lenders, an opinion of counsel to such Domestic Subsidiary and the Subsidiary executing the Pledge Agreement Supplement referred to in (iii) above dated as of the date of delivery of the Guaranty referred to in (i) above, the Subordination Agreement referred in (v) above, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all other Loan Documents provided for in form this Section 8.19 and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement addressed to the U.S. Security Agreement or Agent and the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to the Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary rendered with respect to the Subsidiaries as of the Effective Date and the Collateral in which they grant the Agent a Lien for the benefit of itself and the Lenders; and
(viii) current copies of the Organizational Documents of such Domestic Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or by applicable law, of the shareholders) of such Domestic Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 8.19;
(b) Promptly, and in any event within 30 Business Days, after the applicable documentation referred acquisition or creation of any Foreign Subsidiary, cause to above. Upon execution and delivery be delivered to the Agent for the benefit of the Joinder Agreement by Lenders each of the following:
(i) the Pledged Interests of such new Restricted Foreign Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder which is issued or existing and outstanding, together with the same force duly executed stock powers or powers of assignment in blank affixed thereto or registrar's pledge certificate and effect control agreement, as if originally named as a Loan Party herein. The execution applicable, and delivery an executed Pledge Agreement Supplement pledging 66% of the Joinder Agreement shall not require voting share capital and 100% of the consent nonvoting share capital or equity or other ownership interest of any Loan Party or Lender hereunder. The rights such Foreign Subsidiary substantially similar in form and content to that executed and delivered as of the Effective Date, with appropriate revisions as to the identity of the pledgor and securing the obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.such pledgor under its Guaranty; and
(ii) Notwithstanding anything if requested by the Agent or the Required Lenders, an opinion of counsel to the contrary contained hereinSubsidiary executing the Pledge Agreement Supplement referred to in (i) above, neither Holdings nor any Restricted Subsidiary dated as of Holdings shall be required to execute the date of delivery of such Pledge Agreement Supplement and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation addressed to the benefits Agent and the Lenders, in form and substance reasonably acceptable to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined Agent, and, if requested by Lead Borrower and the Agent or (B) is Excluded Assets or otherwise would not be required the Required Lenders, an opinion of counsel in the jurisdiction of incorporation of the Foreign Subsidiary, in form and substance reasonably acceptable to the Agent, in each case and substantively similar to the opinions of counsel delivered pursuant to Article VI(a), rendered with respect to the Collateral owned by a Loan Party pursuant to the terms Subsidiaries as of the Effective Date and the Collateral Documentsin which they grant the Agent a Lien for the benefit of itself and the Lenders.
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (As soon as practicable and in any event within 30 days after any Person becomes a direct or indirect Subsidiary of the Parent, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the assets of such longer period as Agent may agreePerson and shall (a) if such Person is a Domestic Subsidiary, (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary Person to deliver to Agent (A) execute a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in substantially the same form attached hereto as Exhibit G, 7.12 and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, ------------ (ii) with respect unless the
Section 1. 956-2(c)(2)) and 100% of the issued and outstanding Capital Stock not entitled to all new Restricted Subsidiaries that are directly owned in whole vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) of such Material Foreign Subsidiary or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security AgreementForeign Subsidiaries, as applicable, providing for to be delivered to the pledge of the Capital Stock Collateral Agent (together with undated stock powers signed in such new Restricted Subsidiary owned by such Loan Party blank (orunless, in the case of with respect to a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Material Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of any such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSASubsidiaries, as applicable, or other applicable personal property or moveable property registries or other documents necessary such stock powers are deemed unnecessary by the Collateral Agent in its reasonable discretion under the law of the jurisdiction of incorporation of such Person)) and pledged to perfect such pledge, the Collateral Agent pursuant to an appropriate pledge agreement(s) in substantially the form of the Pledge Agreement and otherwise in form acceptable to the Collateral Agent, (c) unless the Release of Collateral Event has occurred, cause such Person to deliver to the Collateral Agent with respect to any real Property owned or leased by such Person and substance which is not Excluded Property, documents, instruments and other items of the types required to be delivered pursuant to Section 5.1(e) all in form, content and scope reasonably satisfactory to Agent, the Collateral Agent and (iiid) provide or cause to be provided to deliver such other documentation as the Collateral Agent all other customary and reasonable documentation requested therebymay reasonably request in connection with the foregoing, including, to the extent requested by Agentwithout limitation, one or more appropriate UCC-1 financing statements, real estate title insurance policies, environmental reports, landlord's waivers, certified resolutions and other organizational and authorizing documents of such Person, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above and the perfection of the Collateral Agent's liens thereunder) and other items of the types required to be delivered pursuant to Section 5.1(b), (c), (d) and (e), all in form, content and scope reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral DocumentsAgent.
Appears in 1 contract
Sources: Credit Agreement (Ethyl Corp)
New Subsidiaries. (ia) Within thirty In the event of the acquisition or creation of any Subsidiary or Control Subsidiary (30a "New Subsidiary"), cause to be delivered to the Agent for the benefit of the Lenders a Stock Pledge Agreement with respect to the capital stock of such New Subsidiary owned by the Borrower or any Subsidiary substantially in the form of Exhibit G hereto within twenty (20) Business Days of the formation acquisition or creation of a Subsidiary; provided, however, that if such New Subsidiary is a Foreign Subsidiary, such pledge of capital stock shall only be required if it is a Direct Foreign Subsidiary or a Direct Foreign Control Subsidiary or if there would not result therefrom a material adverse tax impact on the Borrower;
(b) In the event of the acquisition or creation of any Restricted Material Subsidiary or any Subsidiary which would be a Material Subsidiary except for the fact that it is a Foreign Subsidiary or upon any previously existing Person becoming a Material Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases cause to be delivered to the Agent for the benefit of the Lenders each of the following indicated to be delivered by such Subsidiary within twenty (20) Business Days of the acquisition or creation of such Subsidiary or, with respect to an Excluded existing Person becoming a Material Subsidiary, Lead within twenty (20) Business Days of delivery of financial statements pursuant to Section 9.1(a) or (b) hereof with respect to the fiscal quarter of the Borrower shall notify Agent of during which such event and, promptly thereafter (and in any event within 30 days Person acquired such assets or achieved such longer period net income as Agent may agree) to become a Material Subsidiary:
(i) cause each a Guaranty executed by such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty Subsidiary, substantially in the form of Exhibit E attached hereto as Exhibit Ghereto; provided, however, that such Guaranty shall only be required if such Subsidiary is a Material Subsidiary or such action would not have a material adverse tax impact on the Borrower and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested is not otherwise prohibited by Agent, all in form and substance reasonably satisfactory to Agent, applicable laws of any foreign jurisdiction;
(ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement executed by such Subsidiary, substantially in the form of Exhibit L attached hereto; provided, however, that such Security Agreement shall only be required if such Subsidiary is a Domestic Subsidiary or if there would not result therefrom a material adverse tax impact on the Borrower and is not otherwise prohibited by applicable Canadian laws of any foreign jurisdiction;
(iii) if such Subsidiary has any material leased locations or Intellectual Property, a Landlord Waiver or an Intellectual Property Security Agreement, as applicable, providing executed by such Subsidiary, substantially in the forms of such documents attached hereto as exhibits; provided, however, that each of the foregoing shall be required only if such Subsidiary is a Domestic Subsidiary or such action would not have a material adverse tax impact on the Borrower and is not otherwise prohibited by applicable laws of any foreign jurisdiction;
(c) In the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) or (b) above, cause to be delivered to the Agent for the pledge benefit of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) Lenders each of the total combined voting power following within the time periods indicated therein:
(i) an opinion of all classes counsel to such Subsidiary dated as of the voting Capital Stock date of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) delivery of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case other documents required to be delivered pursuant to this Section 9.21 and addressed to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, identical to the extent requested by Agent, one or more opinions opinion of counsel reasonably satisfactory delivered pursuant to Agent, which in its opinion is appropriate and customary Section 7.1 hereof on the Closing Date with respect to such execution any Guarantor and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.Pledged Stock; and
(ii) Notwithstanding anything current copies of the Organizational Documents and Operating Documents of such Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, or appropriate committees thereof (and, if required by such Organizational Documents or Operating Documents or by applicable laws, of the shareholders), of such Subsidiary authorizing the actions and the execution and delivery and performance of such Guaranty, Security Agreement, Stock Pledge Agreement, Intellectual Property Security Agreement or other agreement required under this Section 9.21 and evidence satisfactory to the contrary contained herein, neither Holdings nor any Restricted Agent (confirmation of the receipt of which will be provided by the Agent to the Lenders) that such Subsidiary is Solvent as of Holdings shall be required such date after giving effect to execute and deliver any joinder agreement, such Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Security Agreement, Stock or other property held by it Pledge Agreement, and, if such action (A) for reasons of costapplicable, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral DocumentsIntellectual Property Security Agreement.
Appears in 1 contract
Sources: Credit Agreement (Bec Group Inc)
New Subsidiaries. (i) Within thirty (30) As soon as practicable but in any event within 30 Business Days of (or such longer period as may be agreed by the formation Administrative Agent) following the acquisition or creation of any Restricted Domestic Subsidiary (other than an Excluded Domestic Subsidiary), acquisition of a Restricted or the time any existing Domestic Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Domestic Subsidiary, Lead cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Administrative Agent if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower shall notify hereunder), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) Domestic Subsidiary;
(i) cause each Uniform Commercial Code financing statements naming such new Restricted Subsidiary that Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is not an necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunderEquity Interests), Securities and Instruments) and (B) a supplemental Guaranty in such other documents and agreements as may be reasonably required by the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Administrative Agent, all as necessary to establish and maintain a valid, perfected security interest in form and substance reasonably satisfactory to Agent, (ii) all Collateral in which such Domestic Subsidiary has an interest consistent with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge terms of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCODocuments, in each case case, subject to the extent that Intercreditor Agreement;
(c) upon the request of the Administrative Agent, an opinion of counsel to each such Capital Stock does not constitute Excluded Assets), as shall be requested by Domestic Subsidiary and addressed to the Administrative Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to the Administrative Agent, each of which opinions may be in form and (iii) provide or cause substance, including assumptions and qualifications contained therein, substantially similar to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more those opinions of counsel reasonably satisfactory delivered pursuant to AgentSection 5.01(a);
(d) current copies of the Organization Documents of each such Domestic Subsidiary, which in its opinion is together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and customary with respect to such the execution and delivery of documents described in this Section 7.12, all certified by the applicable documentation referred Governmental Authority or appropriate officer as the Administrative Agent may elect; and
(e) with respect to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted any Subsidiary shall to become a Loan Party hereunder with the same force Borrower hereunder, within three (3) Business Days prior to becoming a Borrower, all “know-your-customer” and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits customer due diligence documentation satisfactory to the Lenders of Holdings’ or to the extent such Restricted Subsidiary’s guaranty or security as reasonably determined information is requested by Lead Borrower and the Administrative Agent or (B) is Excluded Assets or otherwise would not be required with respect the Lenders reasonably promptly after written notice to the Collateral owned by a Loan Party pursuant to the terms Administrative Agent of the Collateral Documentsproposed joinder of a Borrower.
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) As soon as practicable but in any event within 30 Business Days of following the formation acquisition or creation (by Division or otherwise) of any Restricted Domestic Subsidiary (other than an Excluded Subsidiary), acquisition of a Restricted or the time any existing Excluded Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead cause to be delivered to the Administrative Agent each of the following, as applicable: (a) a joinder agreement acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Administrative Agent if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower shall notify hereunder), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such event and, promptly thereafter Domestic Subsidiary; (and in any event within 30 days or such longer period as Agent may agree) b)
(i) cause each UCC and PPSA financing statements naming such new Restricted Subsidiary that Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all UCC and PPSA filing offices and in all jurisdictions in which filing is not an necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by a UCC or PPSA filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunderEquity Interests), Securities and Instruments) and (B) a supplemental Guaranty in such other documents and agreements as may be reasonably required by the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Administrative Agent, all as necessary to establish and maintain a valid, perfected security interest in form and substance reasonably satisfactory to all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents; (c) upon the request of the Administrative Agent, (ii) with respect an opinion of counsel to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause each such Loan Party to provide to Agent a supplement Domestic Subsidiary and addressed to the U.S. Security Agreement or Administrative Agent and the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to the Administrative Agent, each of which opinions may be in form and (iii) provide or cause substance, including assumptions and qualifications contained therein, substantially similar to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more those opinions of counsel reasonably satisfactory delivered pursuant to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery Section 5.01(a); (d) current copies of the applicable documentation referred to above. Upon execution Organizational Documents of each such Domestic Subsidiary, together with minutes of duly called and delivery conducted meetings (or duly effected consent actions) of the Joinder Agreement Board of Directors, partners, or appropriate committees thereof (and, if required by each such new Restricted SubsidiaryOrganizational Documents or applicable law, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder shareholders, members or partners) of such Person authorizing the 138 [Matrix] Credit Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.#85638137
Appears in 1 contract
Sources: Credit Agreement (Matrix Service Co)
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead The Borrower shall notify Agent of such event andonly form or acquire direct or indirect Subsidiaries which are in the same business as the Borrower. The Borrower shall, promptly thereafter (at its own expense, promptly, and in any event within 30 days ten (10) Business Days after the formation or such longer period as Agent may agree) acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each such new Restricted Person that becomes a direct or indirect Subsidiary that is not an Excluded Subsidiary after the date hereof to deliver to Agent (A) execute a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) pledge and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all agreement in form and substance reasonably satisfactory to the Administrative Agent, (iiv) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to all new Restricted Subsidiaries that are directly intellectual property owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Person that becomes a direct or indirect Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require Borrower after the consent date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of any Loan Party or Lender hereunder. The rights the Collateral Agent for the benefit of the Lenders a valid, legal and obligations of each Loan Party hereunder shall remain perfected first-priority security interest in full force and effect notwithstanding lien on the addition of any Loan Party hereunder.
(ii) Notwithstanding anything Collateral subject to the contrary contained hereinSecurity Documents to be so filed, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute registered or recorded and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation evidence thereof delivered to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Administrative Agent or (B) is Excluded Assets or otherwise would not provided that no filing shall be required with respect to intellectual property if the Collateral owned by a Loan Party pursuant Administrative Agent determines that such property is not material to the terms business of such Subsidiary), and (vi) deliver an opinion of counsel in form and substance satisfactory to the Collateral DocumentsAdministrative Agent with respect to each such Person and the matters set forth in this section.
Appears in 1 contract
New Subsidiaries. The Borrowers shall, at their own expense promptly, and in any event within twenty (i) Within thirty (3020) Business Days of after the formation or acquisition of any Restricted Subsidiary by any Loan Party (other than an Excluded Subsidiary, acquisition of a Restricted ) or after any Excluded Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall Subsidiary (A) notify the Administrative Agent of such event andin writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(vii)), promptly thereafter (B) cause such Subsidiary to execute and deliver or otherwise become a party to the Guaranty and to become a party to the Security Agreement and each other applicable Security Document, in each case in accordance with the terms thereof and amend the Security Documents as appropriate in light of such event to pledge to the Administrative Agent for the benefit of itself and the Lenders 100% of the Equity Securities of such Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, provided that any Excluded Subsidiary that ceases to be an Excluded Subsidiary shall only be required to become a party to the Security Documents if no Default or Event of Default would result therefrom, (C) deliver (or cause the appropriate Person to deliver) to the Administrative Agent all stock certificates and other instruments constituting Collateral thereunder free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be requested by the Administrative Agent to perfect the Administrative Agent’s first priority Lien in such Collateral consisting of Equity Securities in compliance with any event within 30 days or such longer period as Agent may agree) applicable laws of jurisdictions outside of the United States), (iD) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each new Subsidiary) required by law or requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lender Parties, a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent, (E) deliver (or cause the appropriate Person to deliver) the Organizational Documents, certificates, resolutions and other documents that would have been required of such new Restricted Subsidiary that is not an Excluded under clause (a) of Schedule 3.01 if such Subsidiary to deliver to Agent (A) had been a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) Borrower on the Closing Date and (BF) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all an opinion of counsel in form and substance reasonably satisfactory to Agent, (ii) the Administrative Agent with respect to all each new Restricted Subsidiaries that are directly owned in whole or in part by a Loan PartyGuarantor, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case Equity Securities of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to AgentSubsidiary, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome set forth in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentsthis Section 5.01(i).
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) Business Days Simultaneously with the acquisition or ---------------- creation of any Subsidiary, cause to be delivered to the Administrative Agent each of the formation of any Restricted following:
(a) if such Subsidiary is a Domestic Subsidiary, acquisition of a Restricted Facility Guaranty executed by such Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty substantially in the form attached hereto as of Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, I; ---------
(iib) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement an opinion of counsel to the U.S. Security Agreement or the applicable Canadian Security Agreement, Subsidiary dated as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case date of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) delivery of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO Facility Guaranty and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case addressed to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Administrative Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to Agent, the Administrative Agent (which opinion may include assumptions and (iii) provide or cause qualifications of similar effect to be provided those contained in the opinions of counsel delivered pursuant to Agent all other customary and reasonable documentation requested thereby, includingSection 5.1(a)), to the extent requested effect that: --------------
(A) such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted and proposed to be conducted, and is duly qualified to transact business and is in good standing as a foreign corporation or partnership in each other jurisdiction in which the character of the properties owned or leased, or the business carried on by Agentit, one requires such qualification and the failure to be so qualified would reasonably be likely to result in a Material Adverse Effect; and
(B) the execution, delivery and performance of the Facility Guaranty to which such Subsidiary is a signatory have been duly authorized by all requisite corporate or more opinions partnership action (including any required shareholder or partner approval), such agreement has been duly executed and delivered and constitutes the valid and binding agreement of counsel reasonably satisfactory such Subsidiary, enforceable against such Subsidiary in accordance with its terms, subject to Agentthe effect of any applicable bankruptcy, which moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity (whether considered in its opinion is a proceeding at law or in equity);
(c) current copies of the charter documents, including partnership agreements and certificate of limited partnership, if applicable, and bylaws of such Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the board of directors, partners, or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable law, of the shareholders) of such Subsidiary authorizing the actions and customary with respect to such the execution and delivery of the applicable documentation referred to abovedocuments described in this Section 7.19. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.------------
Appears in 1 contract
New Subsidiaries. The Borrower shall not, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than those listed on Schedule 6.5, unless such new Subsidiary is formed to effect, or is acquired in, a Permitted Acquisition or is formed as a Permitted Subsidiary Formation, in which case within 10 days after such formation or acquisition, the Borrower shall:
(a) pledge the capital stock of such additional Subsidiary to the Lender: provided, however, that if any such additional Subsidiary is not a domestic Subsidiary, in no event shall more than 66% of the capital stock of any such Subsidiary be required to be so pledged;
(b) execute and deliver to the Lender stock transfer powers executed in blank with signatures guaranteed as the Lender shall request, such UCC-1 financing statements (as furnished by the Lender) in any jurisdiction in which such filing is necessary to perfect the Lender’s Liens in such capital stock;
(c) deliver such other items as are reasonably requested by the Lender in connection with the foregoing, including resolutions, incumbency and officers’ certificates, opinions of counsel, search reports and other certificates and documents;
(d) if such additional Subsidiary is a domestic Subsidiary, cause such domestic Subsidiary to furnish each of the following to the Lender:
(i) Within thirty (30) Business Days of the formation of any Restricted Subsidiarya Subsidiary Guaranty and a Subsidiary Security Agreement, acquisition of or if such documents already exist, a Restricted Subsidiary or at any time a duly executed notice and assumption agreement in form and substance acceptable to Lender, pursuant to which such Subsidiary becomes a Restricted party to the Subsidiary or ceases to be Guaranty and the Subsidiary Security Agreement (an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter “Additional Guarantor Assumption Agreement”);
(and in any event within 30 days or such longer period as Agent may agreeii) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder copies of the resolutions of the board of directors (or equivalent governing body) of such Subsidiary approving and authorizing the execution, delivery and performance by such Subsidiary of its Subsidiary Guaranty or the Additional Guarantor Assumption Agreement and this Agreement and any other applicable Loan Documents, certified as of the date of such Additional Guarantor Assumption Agreement (which Joinder Agreement will specify whether the “Additional Guarantor Accession Date”) by the Secretary or an Assistant Secretary (or other appropriate officer) of such new Loan Party will be a “Designated Borrower” hereunder) and Subsidiary; (B) a supplemental Guaranty in certificate of the form attached hereto as Exhibit G, Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreementperform, as applicable, providing for the pledge its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (C) copies of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party articles or certificate of incorporation and bylaws (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property organizational documents) of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or moveable property registries Assistant Secretary (or other documents necessary appropriate officer) of such Subsidiary as of the Additional Guarantor Accession Date; and (D) an opinion of counsel to perfect such pledgeSubsidiary and addressed to the Lender, in form and substance reasonably satisfactory acceptable to Agent, and Lender; and
(iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, (A) such amendments to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory schedules to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings Documents as shall be required to execute in connection with the accession of such Subsidiary thereto; and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) executed UCC-1 financing statements in any jurisdiction in which such filing is Excluded Assets or otherwise would not necessary to perfect the Lender’s Liens in the personal property assets of such Subsidiary and in which the Lender shall request that such filing be required with respect made; and
(e) have executed and delivered to the Collateral owned Lender such other items as reasonably requested by a Loan Party pursuant to the terms of Lender in connection with the Collateral Documentsforegoing, including officers’ certificates, search reports and other certificates and documents.
Appears in 1 contract
New Subsidiaries. If, after the Closing Date, any Loan Party creates or acquires, either directly or indirectly, any Subsidiary in accordance with Section 11.4 or 11.15, it will upon such creation or acquisition thereof:
(ia) Within thirty if such Subsidiary is a Domestic Subsidiary (30x) Business Days cause such Subsidiary to become either a Borrower or a Guarantor; provided, that such Subsidiary may become a Borrower hereunder only if such Subsidiary is a Wholly-Owned Subsidiary and the Administrative Agent has provided its prior written approval of such Subsidiary becoming a Borrower (upon its review of such Subsidiary including, without limitation, its review of such field examinations, audits, appraisals and other due diligence as the formation of any Restricted Administrative Agent shall reasonably require) and, if such Subsidiary is not a Wholly-Owned Subsidiary or in the event such approval is not provided for a Wholly-Owned Subsidiary, acquisition of such Subsidiary shall become a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded SubsidiaryGuarantor, Lead Borrower shall notify Agent of such event and, promptly thereafter and (and in any event within 30 days or such longer period as Agent may agree) (iy) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to execute and deliver to the Administrative Agent (A1) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto of Exhibit G hereto, in its capacity as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole a Borrower or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security AgreementGuarantor, as applicable, providing for and (2) any further documents, instruments or agreements as the pledge Administrative Agent may reasonably require in order to grant the Administrative Agent a perfected first priority security interest (subject only to Permitted Liens) in substantially all of the assets of such Subsidiary; or
(b) if such Subsidiary is organized in the United States of America or is a First-Tier Foreign Subsidiary, cause to be pledged to the Administrative Agent (pursuant to the Guaranty and Collateral Agreement) a security interest in the Capital Stock in Securities of such new Restricted Subsidiary owned by such Loan Party (orprovided, that with respect to any such First-Tier Foreign Subsidiary, such Loan Party shall only be required to grant to the Administrative Agent a first-priority security interest in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Capital Securities thereof to the extent owned by any such Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, and not exceeding sixty-five percent (65%), in the aggregate, of the issued and outstanding Capital Securities of such Subsidiary; and
(c) in either of the cases in (a) or (b) above, (i) deliver to the Administrative Agent (1) revised schedules to the Loan Documents reflecting such Loan Party’s ownership interest in such Subsidiary and (2) the certificates, if any, representing the Capital Securities of such Subsidiary required to be pledged hereunder, together with undated stock powers and an irrevocable proxy (or equivalent instruments, as applicable), or if such interest is uncertificated, evidence of the registration of the Administrative Agent’s lien on and security interest in such interest on the books and records of such entity and (ii) execute and deliver all such other instruments, documents and agreements and take such other actions, and cause all Subsidiaries to execute and deliver all such other instruments, documents and agreements and to take such other actions, as in either case, the Administrative Agent may reasonably request or require to fully evidence and consummate the transactions contemplated in clauses (a) and (b) above and to ensure the enforceability, perfection and first-priority (subject only to Permitted Liens) of the total combined voting power interests and undertakings thereunder, including, without limitation, (i) the execution and delivery of all classes guaranties, security agreements, pledge agreements, mortgages, deeds of trust, financing statements and other documents, and the filing or recording of any of the voting Capital Stock foregoing, (ii) the delivery of such Foreign Subsidiary or FSHCO certificated securities and one-hundred percent other Collateral with respect to which perfection is obtained by possession and (100%iii) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, legal opinions in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of from such counsel reasonably satisfactory to Agentthe Administrative Agent to be addressed to (or permit reliance upon by) the Administrative Agent and the Lenders. Without limiting the foregoing, which in its opinion is appropriate and customary the Loan Parties shall have no obligations pursuant to this Section 10.10 with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted any Second-Tier Foreign Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and As soon as practicable but in any event within 30 days Business Days following the acquisition or such longer period as Agent may agree) (i) cause each such new creation of any Domestic Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit GMaterial Subsidiary, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign time any existing Domestic Subsidiary (other than any Unrestricted Subsidiary) is otherwise required to become a Foreign Borrower in compliance with Section 3.03(b) or Section 7.15(b)(i), in each such case, the Company shall cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) a Borrower Joinder Agreement duly executed by such Domestic Subsidiary;
(b) a Security Joinder Agreement duly executed by such Domestic Subsidiary;
(c) Uniform Commercial Code financing statements naming such Domestic Subsidiary as “Debtor” and naming the Administrative Agent for the benefit of a the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing;
(d) upon the reasonable request of the Administrative Agent, an opinion of counsel to each Domestic Subsidiary executing Joinder Agreements, pursuant to this Section 7.12, dated as of the date of delivery of such applicable Joinder Agreements (and other Loan Party organized under Documents) provided for in this Section 7.12 and addressed to the laws Administrative Agent and the Lenders, reasonably acceptable to the Administrative Agent, each of Canada which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a);
(e) current copies of the Organization Documents of each such Domestic Subsidiary, minutes of duly called and conducted meetings (or any province or territory thereof)) that is a CFC, sixty-five percent (65%duly effected consent actions) of the total combined voting power Board of all classes Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the voting Capital Stock stockholders, members or partners) of such Foreign Domestic Subsidiary or FSHCO authorizing the actions and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of documents described in this Section 7.12, all certified by the applicable documentation referred to above. Upon execution and delivery Governmental Authority or appropriate officer as the Administrative Agent may elect; and
(f) upon the reasonable request of the Joinder Agreement by each Administrative Agent, updated certificates of insurance required under Section 7.07 evidencing such new Restricted Subsidiary, such Restricted Domestic Subsidiary shall become a Loan Party hereunder with is included in the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereundercoverage required therein.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and As soon as practicable but in any event within 30 days Business Days (or such longer period as the Administrative Agent may shall agree, in its discretion) following the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable: (a) a joinder agreement acceptable to the Administrative Agent duly executed by such Subsidiary sufficient to cause such Domestic Subsidiary to become a Borrower (or, at Administrative Agent’s discretion, a Guarantor), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such Domestic Subsidiary; (b)
(i) cause each Uniform Commercial Code financing statements naming such new Restricted Subsidiary that Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is not an Excluded Subsidiary necessary to deliver perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to Agent the extent such Lien may be perfected by Uniform Commercial Code filing, and (Aii) a Joinder Agreement pledge agreements, control agreements, Documents and original collateral (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunderincluding pledged Equity Interests, Securities and Instruments) and (B) a supplemental Guaranty in such other documents and agreements as may be reasonably required by the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Administrative Agent, all as necessary to establish and maintain a valid, perfected security interest in form and substance reasonably satisfactory to all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents; (c) upon the request of the Administrative Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement an opinion of counsel to the U.S. Security Agreement or the applicable Canadian Security AgreementLoan Parties and their Subsidiaries (including, as applicablewithout limitation, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)Domestic Subsidiary) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case addressed to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Administrative Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably acceptable to the Administrative Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a); (d) current copies of the Organization Documents of each such Domestic Subsidiary, together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer, as applicable; and (e) with respect to any Domestic Subsidiary to become a Borrower or Guarantor hereunder, within three (3) Business Days prior to becoming a Borrower or Guarantor, all “know-your-customer” and customer due diligence documentation satisfactory to Agentthe Lenders to the extent such information is requested by the Administrative Agent or the Lenders reasonably promptly after written notice to the Administrative Agent of the proposed joinder of a Borrower or Guarantor.
(f) No later than the date that is sixty (60) days after the Closing Date (or such later date as Administrative Agent shall agree in its sole discretion), the Loan Parties shall cause each of the Mexican Subsidiaries to become a “Guarantor” hereunder by delivering to the Administrative Agent a duly executed Counterpart Agreement and a Mexican Subsidiary Security Agreement, and (iii) provide take all such actions and execute and deliver, or cause to be provided to Agent executed and delivered, all other customary such documents, instruments, agreements and reasonable documentation requested thereby, including, to the extent certificates as are reasonably requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which the Administrative Agent in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to aboveconnection therewith. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder7.13 [Intentionally Omitted].
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. If the Company or any domestic Subsidiary (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be other than an Excluded Subsidiary) proposes to create, Lead Borrower acquire or capitalize any domestic Subsidiary (other than an Excluded Subsidiary) in accordance with the terms and provisions hereof (whether pursuant to a Permitted Acquisition or otherwise), it shall notify Agent of first (or substantially concurrently with such event andcreation, promptly thereafter (and in any event within 30 days acquisition or such longer period as Agent may agreecapitalization) (ia) (1) execute and deliver, and cause each such new Restricted Subsidiary that is not an (other than Excluded Subsidiary Subsidiaries) to deliver execute and deliver, to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be Pledge and Security Agreement, a “Designated Borrower” hereunder) Guaranty and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with all other appropriate financing statements, Collateral Documents reasonably requested by Agentthe Agent or (2) execute and deliver a joinder agreement acceptable in form and substance to the Agent with respect to each of the applicable Collateral Documents as the Agent shall require in its sole discretion and (b) execute and deliver, all and cause such Subsidiary (other than Excluded Subsidiaries) to execute and deliver, to the Agent appropriate corporate resolutions, opinions and other documentation reasonably requested by the Agent in form and substance reasonably satisfactory to the Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Partyeach case, cause such Loan Party to provide to the Agent with a supplement first priority perfected security interest on the Collateral granted thereby and Lien thereon, PROVIDED, HOWEVER, to the U.S. Security Agreement or extent, such Collateral consists of equity interests in a first tier Foreign Subsidiary (as defined in the applicable Canadian Pledge and Security Agreement, as applicable, providing for ) the pledge of such equity interests shall be limited to a pledge of 65% of the Capital Stock in issued and outstanding shares or other units of such new Restricted Subsidiary owned by such Loan Party equity interests (orPROVIDED FURTHER, in HOWEVER, if the case pledge of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, more sixty-five percent (65%) of such Foreign Subsidiary would not result in materially adverse tax consequences to the total combined voting power of all classes pledgor under Section 956 of the voting Capital Stock Internal Revenue Code, and only to the extent such materially adverse tax consequences remain effective, then such pledged equity interest shall constitute 100% or such other percentage of issued and outstanding shares or other units of equity interests of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of Subsidiary). If the non-voting Capital Stock of foregoing materially adverse tax consequences should no longer be effective, such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.. If the Company or any Subsidiary, should acquire, create or capitalize any new Subsidiary, the Company shall promptly notify the Agent thereof and provided an updated SCHEDULE 6.19 listing such new
Appears in 1 contract
New Subsidiaries. (i) Within As soon as practicable but in any event within thirty (30) Business Days days of any acquisition or substantive beginning of operations for any newly created Subsidiary, cause to be delivered to the Agent for the benefit of the formation Lenders each of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) the following:
(i) cause each a Facility Guaranty executed by such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty substantially in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, of EXHIBIT I;
(ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement an opinion of counsel to the U.S. Security Agreement or the applicable Canadian Security Agreement, Subsidiary dated as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case date of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) delivery of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO Facility Guaranty provided for in this SECTION 7.19 and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case addressed to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to Agentthe Agent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to SECTION 5.1(A)), to the effect that:
(A) such Subsidiary is duly incorporated (or in the case of a recently formed subsidiary, duly organized) validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted;
(B) the execution, delivery and performance of the Facility Guaranty described in this SECTION 7.19 to which such Subsidiary is a signatory has been duly authorized by all requisite corporate or partnership action (including any required shareholder or partner approval), such agreement has been duly executed and delivered and constitutes the valid and binding agreement of such Subsidiary, enforceable against such Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity (whether considered in a proceeding at law or in equity); and
(C) neither the execution or delivery of, nor performance by such Subsidiary of its obligations under, the Facility Guaranty described in this SECTION 7.19 to which such Subsidiary is a signatory (a) does or will conflict with, violate or constitute a breach of (i) the charter or partnership agreement or bylaws of such Subsidiary, (ii) any laws, rules or regulations applicable to such Subsidiary, (b) requires the prior consent of, notice to, license from or filing with any Governmental Authority which has not been duly obtained or made on or prior to the date hereof.
(iii) provide current copies of the charter documents, including partnership agreements and certificate of limited partnership, if applicable, and bylaws of such Subsidiary, minutes of duly called and conducted meetings (or cause to be provided to Agent all other customary duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable law, of the shareholders) of such Subsidiary authorizing the actions and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution documents described in this SECTION 7.19 and delivery specimen signatures of the Joinder Agreement by each officers of such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required authorized to execute and deliver any joinder agreementsuch documents, Guaranty, Collateral Document all as certified by the secretary or any other document an assistance secretary or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if comparable representative of such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
Sources: Revolving Credit and Reimbursement Agreement (Watsco Inc)
New Subsidiaries. (i) Within thirty (30) Business Days of days (or such longer period as the Administrative Agent may agree) after (x) the acquisition or formation of any Restricted Subsidiary (other than an Excluded Subsidiary, acquisition of a Restricted ) and (y) any Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) :
(i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to notify the Administrative Agent thereof in writing, together with notice of (A) the jurisdiction of formation of such Subsidiary, (B) number of shares of each class of Capital Stock of such Subsidiary outstanding, (C) number and percentage of outstanding shares of each class of Capital Stock of such Subsidiary owned (directly or indirectly) by the Borrower or any Subsidiary and (D) number and effect, if exercised, of all outstanding options, warrants, rights of conversion or purchase and all other similar rights with respect thereto; and
(ii) cause such Subsidiary (other than any Excluded Subsidiary) to (A) become a Guarantor by executing and delivering to the Administrative Agent a Joinder Agreement (which Joinder Agreement will specify whether or such new Loan Party will be a “Designated Borrower” hereunder) other document as the Administrative Agent shall deem appropriate for such purpose and (B) a supplemental Guaranty deliver to the Administrative Agent documents of the types referred to in clauses (iv) and (v) of Section 5.01(a) (Conditions Precedent to Initial Borrowings) and favorable opinions of counsel to such Person acceptable to the Administrative Agent (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agentpreceding clause (A), all in form form, content and substance scope reasonably satisfactory to the Administrative Agent; provided, however, (x) if such Subsidiary is a Foreign Subsidiary and compliance with clause (A) above would reasonably be expected to cause any material adverse tax consequences to the Borrower and its Subsidiaries taken as a whole, then such Subsidiary shall not be required to comply with this clause (ii) and (y) if such Subsidiary is an Immaterial Subsidiary, then such Subsidiary shall not be required to comply with respect to this clause (ii) so long as the aggregate amount of assets owned by all new Restricted Immaterial Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreementnot Guarantors does not, as applicableof any date of determination, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, exceed $250,000 in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunderaggregate.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
Sources: Senior Unsecured Term Loan Agreement (Psychiatric Solutions Inc)
New Subsidiaries. (ia) Within thirty In the event of the acquisition or creation of any Subsidiary, cause to be delivered to the Agent for the benefit of the Lenders a Stock Pledge Agreement with respect to the capital stock of such Subsidiary substantially in the form of Exhibit G hereto within twenty (3020) Business Days of the formation acquisition or creation of a Subsidiary; provided, however, that if such Subsidiary is a foreign Subsidiary such pledge of capital stock shall only be required if the owner thereof is the Borrower or a domestic Subsidiary;
(b) In the event of the acquisition or creation of any Restricted Material Subsidiary, or upon any previously existing Person becoming a Material Subsidiary, cause to be delivered to the Agent for the benefit of the Lenders each of the following indicated to be delivered by such Material Subsidiary within twenty (20) Business Days of the acquisition or creation of a Restricted Material Subsidiary or at any time or, with respect to an existing Person becoming a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Material Subsidiary, Lead within twenty (20) Business Days of delivery of financial statements pursuant to Section 9.1(a) or (b) hereof with respect to the fiscal quarter of the Borrower shall notify Agent of during which such event and, promptly thereafter (and in any event within 30 days Person acquired such assets or achieved such longer period net income as Agent may agree) to become a Material Subsidiary:
(i) cause each a Guaranty executed by such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty Material Subsidiary, substantially in the form of Exhibit E attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, hereto;
(ii) a Stock Pledge Agreement with respect to all new Restricted Subsidiaries the capital stock of such Material Subsidiary substantially in the form of Exhibit G hereto; provided, however, that are directly owned if such Material Subsidiary is a foreign Material Subsidiary such pledge of capital stock shall only be required if the owner thereof is the Borrower or a domestic Subsidiary;
(iii) a Security Agreement executed by such Material Subsidiary, substantially in whole or the form of Exhibit J attached hereto;
(iv) if applicable, Landlord Waivers, Lease Assignments and an Intellectual Property Security Agreement executed by such Material Subsidiary, substantially in part by a Loan Party, cause the form of Exhibit K attached hereto;
(v) an opinion of counsel to such Loan Party Material Subsidiary dated as of the date of delivery of the other documents required to provide be delivered pursuant to Agent a supplement this Section 9.21 and addressed to the U.S. Security Agreement or Agent and the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, identical to the extent requested by Agent, one or more opinions opinion of counsel reasonably satisfactory delivered pursuant to Agent, which in its opinion is appropriate and customary Section 7.1 hereof with respect to such execution and delivery any Guarantor on the Closing Date; and
(vi) current copies of the applicable documentation referred to above. Upon execution charter or other organizational documents, any bylaws of such Material Subsidiary, minutes of duly called and delivery conducted meetings (or duly effected consent actions) of the Joinder Agreement Board of Directors, or appropriate committees thereof (and, if required by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party charter or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.other
Appears in 1 contract
Sources: Credit Agreement (Bec Group Inc)
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Parent Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) )
(i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, and (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings Borrower nor any Restricted Subsidiary of Holdings any Borrower shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ such Borrower’s or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Parent Borrower and Agent or (B) is Excluded Assets Property or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
Sources: Revolving Credit Agreement (Gap Inc)
New Subsidiaries. Simultaneously with the acquisition or creation of any Subsidiary, cause to be delivered to the Agent each of the following: (a) if the Subsidiary is a Domestic Subsidiary, a Facility Guaranty executed by such Subsidiary substantially in the form of EXHIBIT I; (b) if the Subsidiary is a Domestic Subsidiary, (i) Within thirty (30) Business Days a Security Agreement of such Subsidiary substantially in the form of EXHIBIT K, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as "Debtor" and naming the Agent for the benefit of the formation Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases the Agent and its special counsel to be an Excluded Subsidiaryfiled in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing; (c) if the Subsidiary is a Domestic Subsidiary and owns any Intellectual Property, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause an Intellectual Property Security Agreement of such Subsidiary substantially in the form of EXHIBIT N and (ii) an Intellectual Property Assignment of such Subsidiary substantially in the form of EXHIBIT O, in each such new Restricted Subsidiary that is not an Excluded Subsidiary case, together with (in addition to deliver the Uniform Commercial Code filings referred to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunderin SECTIONS 9.18(b) and (Bf)) such financing statements and other filings with the Patent and Trademark Office or such other office or offices of any Governmental Authority as the Agent deems necessary, executed by such Subsidiary as "Debtor" and naming the Agent for the benefit of the Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all required filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on Collateral conferred under such Intellectual Property Security Instrument to the extent such Lien may be perfected by filing; (d) if the Subsidiary is either a supplemental Guaranty Domestic Subsidiary or a Direct Foreign Subsidiary, and if the Subsidiary Securities issued by such Subsidiary that are, or are required to become, Pledged Interests, shall be owned by a Subsidiary who has not then executed and delivered to the Agent a Pledge Agreement granting a Lien to the Agent, for the benefit of the Agent and the Lenders, in such equity interests, a Pledge Agreement executed by the Subsidiary that directly owns such Subsidiary Securities substantially in the form attached hereto as Exhibit GEXHIBIT L or such other form of instrument specific to the foreign jurisdiction of such Direct Foreign Subsidiary as the Agent, in its sole discretion, may require, and if such Subsidiary Securities shall be owned by the Borrower or a Subsidiary who has previously executed a Pledge Agreement, a Pledge Agreement Supplement in the form required by such Pledge Agreement pertaining to deliver such Subsidiary Securities; S-80 <PAGE> 88 (e) if the Subsidiary is a Domestic Subsidiary or a Direct Foreign Subsidiary and the Pledged Interests issued by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (i) the certificates representing 100% of such Subsidiary Securities that are Pledged Interests and (ii) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto; (f) with respect to the pledges required by Sections 9.18(d) and (e) (i) Uniform Commercial Code financing statements on form UCC-1 or otherwise duly executed by the pledgor as "Debtor" and naming the Agent for the benefit of the Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Agent and the Lenders the Lien on such security documentsSubsidiary Securities and (ii) if the Pledged Interests issued by such Subsidiary do not constitute securities and such Subsidiary has not elected to have such interests treated as securities under Article 8 of the applicable Uniform Commercial Code, together with appropriate financing statementsa control agreement from the Registrar of such Subsidiary, reasonably requested by Agent, all in form and substance reasonably satisfactory acceptable to the Agent and in which the Registrar (1) acknowledges that the pledgor is at the date of such acknowledgment the sole record, and to its knowledge, beneficial owner of such Subsidiary Securities, (2) acknowledges the Lien in favor of the Agent conferred under the Pledge Agreement and that such Lien will be reflected on the registry for such Subsidiary Securities, (3) agrees that it will not register any transfer of such Subsidiary Securities nor acknowledge any Lien in favor of any other Person on such Subsidiary Securities, without the prior written consent of the Agent, in each instance, until it receives notice from the Agent that all Liens on such Collateral in favor of the Agent for the benefit of the Agent and the Lenders have been released or terminated, and (ii4) agrees that upon receipt of notice from the Agent that an Event of Default has occurred and is continuing and that the Subsidiary Securities identified in such notice have been transferred to a transferee identified in such notice, it will duly record such transfer of Subsidiary Securities on the appropriate registry without requiring further consent from the pledgor and shall thereafter treat the transferee as the sole record and beneficial owner of such Subsidiary Securities pending further transfer, notwithstanding any contrary instruction received from the pledgor; (g) if the Subsidiary is a Domestic Subsidiary and owns or leases any real property that is Mortgaged Property, a Mortgage with respect to each such Mortgaged Property, along with the appropriate Real Property Support Documents required in connection with each such Mortgage; (h) with respect to all new Restricted Subsidiaries that are directly owned of the foregoing in whole or in part by a Loan PartySECTIONS 9.18(a) through (g), cause such Loan Party to provide to Agent a supplement to the U.S. appropriate schedules attached to the appropriate Security Agreement Instruments listing the additional Collateral, certified as true, correct and complete by the Authorized Representative (provided that the failure to deliver such supplement shall not impair the rights conferred under the Security Instruments in after acquired Collateral); S-81 <PAGE> 89 (i) with respect to the foregoing, an opinion or opinions of counsel to the applicable Canadian Security Agreement, Subsidiary dated as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case date of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) delivery of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO Facility Guaranty and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, other Loan Documents provided for in each case this SECTION 9.18 and addressed to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, acceptable to the extent requested by Agent, one or more Agent of similar effect to the opinions of counsel reasonably satisfactory delivered pursuant to AgentSECTION 7.1(a)(ii); and (j) current copies of the Organizational Documents and Operating Documents of such Subsidiary, which in its opinion is minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, managing members or appropriate committees thereof (and, if required by such Organizational Documents, Operating Documents or applicable law, of the shareholders, members or partners) of such Subsidiary authorizing the actions and customary with respect to such the execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain documents described in full force and effect notwithstanding the addition of any Loan Party hereunderthis SECTION 9.18.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement
New Subsidiaries. (a) With respect to any new Subsidiary (other than an Unrestricted Subsidiary) created or acquired after the Closing Date by the Borrower, Holdings or any of its Subsidiaries, including any Person that becomes a Guarantor as a result of a transaction permitted under Section 6.7, or any existing Subsidiary that is no longer an Unrestricted Subsidiary, promptly (i) Within thirty (30) Business Days with respect to any new Subsidiary, notify the Facility Agent and the Collateral Agent of the formation creation or acquisition thereof and the percentage of each class of Capital Stock or other ownership interests owned by any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agenttherein, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement pledge and deliver to the U.S. Security Agreement or Facility Agent and the applicable Canadian Security AgreementCollateral Agent (x) the certificates, as applicableif any, providing for the pledge of representing the Capital Stock in of such new Restricted Subsidiary owned by such Loan Party (orParty, together with undated stock powers, in the case of blank, executed and delivered by a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) duly authorized officer of the total combined voting power of all classes of the voting Capital Stock of entity that owns such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to AgentSubsidiary, and (y) any Collateral Account maintained by such Subsidiary; (iii) provide cause such Subsidiary to become a party to each of the Guaranty Agreement and the applicable Security Documents (or cause enter into new Security Documents), including any applicable Pledge Agreement and the Omnibus Security Agreement, and to be provided to Agent all other customary and reasonable documentation requested thereby, including, execute such amendments to the extent requested by Security Documents and take such other actions as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, one or more opinions for the benefit of counsel reasonably satisfactory to Agentthe Secured Parties, which a perfected first priority security interest in its opinion is appropriate the Capital Stock and customary other Collateral described in the Omnibus Security Agreement with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such Restricted Subsidiary shall become jurisdictions as may be required by the Security Documents or by Law or as may be requested by the Facility Agent or Collateral Agent; and (iv) deliver to the Facility Agent a Loan Party hereunder certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments and, if requested by the same force and effect as if originally named as a Loan Party herein. The execution and delivery of Facility Agent or the Joinder Agreement shall not require Collateral Agent, customary legal opinions relating to the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereundermatters described above.
(b) Holdings shall promptly (i) notify the Facility Agent and the Collateral Agent in writing of the designation of any Subsidiary as an “Unrestricted Subsidiary” and (ii) Notwithstanding anything deliver to the contrary contained herein, neither Holdings nor any Restricted Subsidiary Facility Agent a certificate signed by a Responsible Officer of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ certifying that such designation complied with the conditions set forth in any Capital Stock or other property held by it if such action (A) for reasons the definition of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted “Unrestricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents”.
Appears in 1 contract
Sources: Credit Agreement (Mirant Corp)
New Subsidiaries. (i) Within thirty (30) As soon as practicable but in any event within 30 Business Days of following the formation acquisition or creation (by Division or otherwise) of any Restricted Domestic Subsidiary (other than an Excluded Subsidiary), acquisition of a Restricted or the time any existing Excluded Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead cause to be delivered to the Administrative Agent each of the following, as applicable: (a) a joinder agreement acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Administrative Agent if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower shall notify hereunder), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such event and, promptly thereafter Domestic Subsidiary; (and in any event within 30 days or such longer period as Agent may agree) b)
(i) cause each UCC and PPSA financing statements naming such new Restricted Subsidiary that Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all UCC and PPSA filing offices and in all jurisdictions in which filing is not an necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by a UCC or PPSA filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunderEquity Interests), Securities and Instruments) and (B) a supplemental Guaranty in such other documents and agreements as may be reasonably required by the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Administrative Agent, all as necessary to establish and maintain a valid, perfected security interest in form and substance reasonably satisfactory to all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents; 141 [Matrix] Credit Agreement #85638137 (c) upon the request of the Administrative Agent, (ii) with respect an opinion of counsel to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause each such Loan Party to provide to Agent a supplement Domestic Subsidiary and addressed to the U.S. Security Agreement or Administrative Agent and the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to the Administrative Agent, each of which opinions may be in form and (iii) provide or cause substance, including assumptions and qualifications contained therein, substantially similar to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more those opinions of counsel reasonably satisfactory delivered pursuant to AgentSection 5.01(a); (d) current copies of the Organizational Documents of each such Domestic Subsidiary, which in its opinion is together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and customary with respect to such the execution and delivery of documents described in this Section 7.12, all certified by the applicable documentation referred Governmental Authority or appropriate officer as the Administrative Agent may elect; and (e) with respect to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted any Subsidiary shall to become a Loan Party hereunder with the same force and effect as if originally named as Borrower hereunder, within three (3) Business Days prior to becoming a Loan Party herein. The execution and delivery of the Joinder Agreement Borrower (which shall not require the consent of any Loan Party the Administrative Agent), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything other applicable anti-money laundering laws to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document extent such information is requested by the Administrative Agent or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation the Lenders reasonably promptly after written notice to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Administrative Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentsproposed joinder of a Borrower.
Appears in 1 contract
Sources: Credit Agreement (Matrix Service Co)
New Subsidiaries. As soon as practicable but in any event within 30 days following the acquisition or creation (iby Division or otherwise) Within thirty (30) Business Days of the formation of any Restricted Domestic Subsidiary (other than an Excluded Subsidiary), acquisition of a Restricted or the time any existing Excluded Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Administrative Agent if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower shall notify hereunder), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such event and, promptly thereafter Domestic Subsidiary,
(and in any event within 30 days or such longer period as Agent may agreeb) (i) cause each Uniform Commercial Code financing statements naming such new Restricted Subsidiary that Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is not an necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunderEquity Interests), Securities and Instruments) and (B) a supplemental Guaranty in such other documents and agreements as may be reasonably required by the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Administrative Agent, all as necessary to establish and maintain a valid, perfected security interest in form and substance reasonably satisfactory to all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Administrative Agent, (ii) with respect an opinion of counsel to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause each such Loan Party to provide to Agent a supplement Domestic Subsidiary and addressed to the U.S. Security Agreement or Administrative Agent and the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to the Administrative Agent, each of which opinions may be in form and (iii) provide or cause substance, including assumptions and qualifications contained therein, substantially similar to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more those opinions of counsel reasonably satisfactory delivered pursuant to AgentSection 5.01(a);
(d) current copies of the Organization Documents of each such Domestic Subsidiary, which in its opinion is together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and customary with respect to such the execution and delivery of documents described in this Section 7.12, all certified by the applicable documentation referred Governmental Authority or appropriate officer as the Administrative Agent may elect; and
(e) with respect to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted any Subsidiary shall to become a Loan Party hereunder with the same force and effect as if originally named as Borrower hereunder, within three (3) Business Days prior to becoming a Loan Party herein. The execution and delivery of the Joinder Agreement Borrower (which shall not require the consent of any Loan Party the Administrative Agent), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything other applicable anti-money laundering laws to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document extent such information is requested by the Administrative Agent or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation the Lenders reasonably promptly after written notice to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Administrative Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.proposed joinder of a Borrower. [Key Tronic] Credit Agreement #510968250
Appears in 1 contract
Sources: Credit Agreement (Key Tronic Corp)
New Subsidiaries. Neither Borrower nor any of its Subsidiaries will form, create or acquire any Subsidiary, other than TM Bioscience Corporation, without the prior written consent of Lender, unless (a) Lender is provided not less than fifteen (15) days prior written notice by Borrower of the intention to create or acquire such new Subsidiary and (b) contemporaneously with the actual creation or acquisition of such new Subsidiary, as applicable, Borrower causes (i) Within thirty each such Subsidiary that is a Domestic Subsidiary to become an Obligor, by execution and delivery to Lender, of a Guaranty or a Joinder Agreement (30if a Joinder Agreement is requested by Lender in lieu of a Guaranty), (ii) Business Days of the formation of any Restricted each such Subsidiary that is a Domestic Subsidiary to grant to Lender a first priority perfected Lien (subject only to Liens permitted under Section 6.02) against all Accounts, Equipment, Inventory and General Intangibles and other related property and proceeds thereof (excluding all copyrights, trademarks, tradenames, patents and other similar intellectual property), now or hereafter owned by such Domestic Subsidiary, acquisition (iii) each such Subsidiary that is a non-Domestic Subsidiary to execute and deliver a valid and enforceable promissory note payable by such non-Domestic Subsidiary to the order of Borrower (or a Restricted wholly-owned Domestic Subsidiary or of Borrower) for purposes of evidencing all Investments in, and intercompany Indebtedness at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded extended by Borrower and any other Obligors to, such non-Domestic Subsidiary, Lead Borrower shall notify Agent of so long as the Lender has received a perfected first priority Lien (subject only to Permitted Encumbrances) against such event andpromissory note, promptly thereafter and (and in any event within 30 days or such longer period as Agent may agreeiv) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether Lender such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of costrelated certificates, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security opinions and documents (including Organizational Documents) as Lender may reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentsrequire.
Appears in 1 contract
Sources: Credit Agreement (Luminex Corp)
New Subsidiaries. (i) Within thirty (30) Business Days The Borrower shall cause, at its sole cost and ---------------- expense, each new Subsidiary of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary Borrower created or at any time a Subsidiary becomes a Restricted Subsidiary acquired on or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event andafter the date hereof, promptly thereafter (upon such creation or acquisition, to execute and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) the Lender the following agreements and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all which agreements and documents shall be in form and substance reasonably satisfactory to Agentthe Lender: (a) a joinder and assumption agreement, (ii) with respect pursuant to all which, such new Restricted Subsidiaries that are directly owned in whole or in part by Subsidiary shall be become a Loan Party, cause such Loan Party to provide to Agent a supplement party to the U.S. Subsidiary Guaranty as a guarantor thereunder and the Subsidiary Security Agreement or and as a debtor thereunder; (b) any and all UCC financing statements which the applicable Canadian Security AgreementLender deems necessary and appropriate in order to perfect its first priority perfected security interests in all of the assets of such Subsidiary; and (c) such other agreements, documents, financing statements, instruments, opinions and certificates and completion of such other matters, as applicablethe Lender may reasonably deem necessary or appropriate. Promptly upon the creation or acquisition of any Subsidiary created or acquired after the date hereof, providing for the pledge Borrower shall cause, at its sole cost and expense, all of the issued and outstanding shares of Capital Stock in Stock, membership interests and other equity interests of each such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to be pledged to the extent Lender so that the Lender has a first priority perfected security interest in all such Capital Stock does not constitute Excluded Assets)shares, as membership interests and other equity interests. Such pledge shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary pursuant to perfect such pledge, a pledge agreement in a form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunderLender.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days following the acquisition or creation (iby Division or otherwise) Within thirty (30) Business Days of the formation of any Restricted Domestic Subsidiary (other than an Excluded Subsidiary), acquisition of a Restricted or the time any existing Excluded Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement reasonably acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Administrative Agent if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower shall notify hereunder), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) Domestic Subsidiary;
(i) cause each Uniform Commercial Code financing statements naming such new Restricted Subsidiary that Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is not an necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunderEquity Interests), Securities and Instruments) and (B) a supplemental Guaranty in such other documents and agreements as may be reasonably required by the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Administrative Agent, all as necessary to establish and maintain a valid, perfected security interest in form and substance reasonably satisfactory to all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Administrative Agent, (ii) with respect an opinion of counsel to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause each such Loan Party to provide to Agent a supplement Domestic Subsidiary and addressed to the U.S. Security Agreement or Administrative Agent and the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Term Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to the Administrative Agent, each of which opinions may be in form and (iii) provide or cause substance, including assumptions and qualifications contained therein, substantially similar to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more those opinions of counsel reasonably satisfactory delivered pursuant to AgentSection 5.01(a);
(d) current copies of the Organization Documents of each such Domestic Subsidiary, which in its opinion is together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and customary with respect to such the execution and delivery of documents described in this Section 7.12, all certified by the applicable documentation referred Governmental Authority or appropriate officer as the Administrative Agent may elect; and
(e) with respect to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted any Subsidiary shall to become a Loan Party hereunder with the same force and effect as if originally named as Borrower hereunder, within three (3) Business Days prior to becoming a Loan Party herein. The execution and delivery of the Joinder Agreement Borrower (which shall not require the consent of any the Administrative Agent), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Term Loan Party Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything other applicable anti-money laundering laws to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document extent such information is requested by the Administrative Agent or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation the Term Loan Lenders reasonably promptly after written notice to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Administrative Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentsproposed joinder of a Borrower.
Appears in 1 contract
Sources: Term Loan Credit Agreement (Purple Innovation, Inc.)
New Subsidiaries. Create, organize, incorporate or acquire any ---------------- Subsidiary other than a Special Purpose Vehicle (any such newly created, organized, incorporated or acquired Subsidiary 120 other than a Special Purpose Vehicle being a "NEW SUBSIDIARY"), or permit any of its Subsidiaries to create, organize, incorporate or acquire any New Subsidiary, unless:
(i) Within thirty either (30A) Business Days of the formation of any Restricted Subsidiary, acquisition of such New Subsidiary constitutes a Restricted Subsidiary or at any time a (B) if such New Subsidiary becomes does not constitute a Restricted Subsidiary, such New Subsidiary or ceases is otherwise expressly permitted under the terms of Section 5.02(f)(ix);
(ii) the Administrative Agent shall have approved the legal structure and capitalization of such New Subsidiary, such approval not to be an Excluded Subsidiaryunreasonably withheld or delayed;
(iii) such New Subsidiary shall execute and deliver to the Administrative Agent, Lead Borrower shall notify Agent on behalf of such event andthe Secured Parties, promptly thereafter (and in any event within 30 days following the date of its creation, organization, incorporation or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent acquisition, (A) if such New Subsidiary constitutes a Joinder Restricted Subsidiary, a Guarantee Supplement, a Security Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty Supplement, and, if applicable, one or more IP Collateral Assignments--Short Form and/or, if necessary or in the form attached hereto as Exhibit Greasonable opinion of the Administrative Agent desirable to properly create and perfect a lien and security interest in the Equity Interests in, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreementproperty and assets of, as applicablesuch New Subsidiary, providing for the one or more other mortgages, security agreements, floating and fixed debentures or pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada agreements (or any province or territory thereofother similar documents)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agentthe Lenders, (B) if such New Subsidiary constitutes an Unrestricted Subsidiary, such documentation as may be necessary or in the reasonable opinion of the Administrative Agent desirable to properly create and perfect a lien and security interest in the Equity Interests of such Unrestricted Subsidiary referred to in clause (v) of this Section 5.02(k) and (iiiC) provide in each case, such other agreements, instruments, certificates or cause to be provided to documents as the Administrative Agent all other customary may reasonably request, in each case in form and reasonable documentation requested thereby, including, substance reasonably satisfactory to the extent requested by AgentLenders;
(iv) if such New Subsidiary constitutes a Restricted Subsidiary, such New Subsidiary and the owners of all of the Equity Interests therein shall have taken or shall take all of the other actions that may be necessary or that the Administrative Agent may reasonably deem desirable in order (A) to perfect and protect any Liens granted under the Collateral Documents, the Security Agreement Supplement and, if applicable, one or more opinions of counsel reasonably satisfactory to AgentIP Collateral Assignments-- Short Form and the other mortgages, which in its opinion is appropriate security agreements, floating and customary with respect to such execution fixed debentures and delivery of the applicable documentation pledge agreements referred to above. Upon execution in clause (iii) of this Section 5.02(k) and delivery of (B) to enable the Joinder Agreement by each Administrative Agent and the Lenders to exercise and enforce their rights and remedies under the Loan Documents;
(v) if such new Restricted New Subsidiary constitutes an Unrestricted Subsidiary, such Restricted New Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery each of the Joinder Agreement Borrowers and the Restricted Subsidiaries that own any of the Equity Interests therein shall not require have taken or shall take all of the consent of other actions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to perfect and protect any Loan Party Liens granted or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain intended to be granted under the Collateral Documents in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons if such New Subsidiary is not a Foreign Corporation, all of costthe Equity Interests in such New Subsidiary that are owned or otherwise held by, legal limitations and all of the Indebtedness of such New Subsidiary owing from time to time to, any of the Borrowers or other matters is unreasonably burdensome in relation to any of the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower Subsidiaries and Agent or (B) if such New Subsidiary is Excluded Assets a Foreign Corporation, 66% of the Equity Interests in such New Subsidiary entitled to vote (within the meaning of Treasury Regulation 121
Section 1. 956-2(c)(2) promulgated under the Internal Revenue Code) (the "VOTING EQUITY INTERESTS") (on a fully diluted basis) or, if less, all of the Voting Equity Interests in such New Subsidiary owned by the Borrowers and/or the Restricted Subsidiaries, and all of the Equity Interests in such New Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) now or otherwise hereafter owned by the Borrowers and/or the Restricted Subsidiaries; provided, however, that, if, as a result of any changes in the tax laws of the United States of America after the date of this Agreement, the pledge by any of the Borrowers or any of their respective wholly owned Subsidiaries of any additional Equity Interests in any such Foreign Corporation to the Administrative Agent, on behalf of itself and the other Secured Parties, would not result in an increase in the aggregate net consolidated tax liabilities of Fox Kids and its Subsidiaries, then, promptly after the changes in such laws, all such additional Equity Interests shall be required with respect pledged to the Collateral owned by a Loan Party Administrative Agent, on behalf of the Secured Parties, pursuant to the terms and conditions of the Collateral DocumentsDocuments and/or one or more additional pledge agreements (or other similar documents), in form and substance reasonably acceptable to the Lenders; and
(vi) upon the reasonable request of the Administrative Agent, signed copies of one or more favorable opinions of special and appropriate local and/or foreign counsel for such New Subsidiary and, if appropriate, counsel for each of the owners of the Equity Interests therein as the Administrative Agent shall reasonably request, addressed to the Administrative Agent, on behalf of the Secured Parties, and reasonably acceptable to the Administrative Agent and each of the other Secured Parties, as to the Guarantee Supplement, the Security Agreement Supplement, the IP Collateral Assignments--Short Form, the mortgages, the security agreements, the floating and fixed debentures and the pledge agreements (or other similar documents) referred to in clause (iii) of this Section 5.02(k) being the legal, valid and binding obligations of such New Subsidiary or such owners of the Equity Interests therein, as the case may be, enforceable against such New Subsidiary or each such owner in accordance with their respective terms, as to the creation, perfection and priority of the liens and security interests created or purported to be created therein, as to the choice of New York law being recognized in the courts of the jurisdiction in which such New Subsidiary is organized and as such other matters as the Administrative Agent, or any of the Lenders through the Administrative Agent, may reasonably request. It is understood and agreed that the only direct Subsidiaries of Fox Kids at any time shall be the other Borrowers.
Appears in 1 contract
Sources: Credit Agreement (Fox Television Stations Inc /De/)
New Subsidiaries. (i) Within In the event of the acquisition or creation of any Subsidiary, cause to be delivered to the Lender each of the following within thirty (30) Business Days days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent creation of such event and, promptly thereafter Subsidiary.
(and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (Aa) a Joinder Agreement (which Joinder Agreement will specify whether Facility Guaranty executed by such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty Subsidiary substantially in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, of EXHIBIT H;
(iib) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement an opinion of counsel to the U.S. Security Agreement or the applicable Canadian Security Agreement, Subsidiary dated as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case date of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) delivery of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO Facility Guaranty provided for in this SECTION 7.19 and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case addressed to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLender, in form and substance reasonably satisfactory acceptable to Agent, the Lender (which opinion may include assumptions and (iii) provide or cause qualifications of similar effect to be provided those contained in the opinions of counsel delivered pursuant to Agent all other customary and reasonable documentation requested thereby, includingSECTION 5.1(A)), to the extent requested effect that:
(A) such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted and proposed to be conducted, and is duly qualified to transact business and is in good standing as a foreign corporation or partnership in each other jurisdiction in which the character of the properties owned or leased, or the business carried on by Agentit, one requires such qualification and the failure to be so qualified would reasonably be likely to result in a Material Adverse Effect; and
(B) the execution, delivery and performance of the Facility Guaranty described in this SECTION 7.19 to which such Subsidiary is a signatory have been duly authorized by all requisite corporate or more opinions partnership action (including any required shareholder or partner approval), such agreement has been duly executed and delivered and constitutes the valid and binding agreement of counsel reasonably satisfactory such Subsidiary, enforceable against such Subsidiary in accordance with its terms, subject to Agentthe effect of any applicable bankruptcy, which moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity (whether considered in its opinion is a proceeding at law or in equity);
(c) current copies of the charter documents, including partnership agreements and certificate of limited partnership, if applicable, and bylaws of such Subsidiary, minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable law, of the shareholders) of such Subsidiary authorizing the actions and customary with respect to such the execution and delivery of documents described in this SECTION 7.19. Notwithstanding the applicable documentation referred foregoing provisions of this SECTION 7.19, the Borrower shall not be required to above. Upon execution cause the Facility Guaranty and delivery related documents of or pertaining to WFI to be executed and delivered by or on behalf of WFI until the earlier to occur of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with following: (i) the same force and effect as if originally named as a Loan Party herein. The execution and delivery date upon which the amount of shareholders equity of WFI (calculated in the manner described in clause (B) of the Joinder Agreement shall not require the consent definition of any Loan Party "WFI Capitalization" contained in SECTION 1.2 hereof) equals or Lender hereunder. The rights and obligations exceeds 25% of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
Consolidated Shareholders' Equity, or (ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to date upon which the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms sum of the Collateral Documentsaggregate Advances (cumulative from January 1, 1996) plus the aggregate face amount of all outstanding Letters of Credit in each case made or issued to fund contributions, loans or advances to, investments in, or operations at, WFI, shall exceed $10,000,000.
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and As soon as practicable but in any event within 30 days Business Days (or such longer period as the Administrative Agent may shall agree, in its discretion) following the acquisition or creation of any Domestic Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable: (a) a joinder agreement acceptable to the Administrative Agent duly executed by such Subsidiary sufficient to cause such Domestic Subsidiary to become a Borrower (or, at Administrative Agent’s discretion, a Guarantor), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such Domestic Subsidiary; (b)
(i) cause each Uniform Commercial Code financing statements naming such new Restricted Subsidiary that Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is not an Excluded Subsidiary necessary to deliver perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to Agent the extent such Lien may be perfected by Uniform Commercial Code filing, and (Aii) a Joinder Agreement pledge agreements, control agreements, Documents and original collateral (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunderincluding pledged Equity Interests, Securities and Instruments) and (B) a supplemental Guaranty in such other documents and agreements as may be reasonably required by the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Administrative Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect establish and maintain a valid, perfected security interest in all Collateral in which such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary Domestic Subsidiary has an interest consistent with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Loan Documents.; 143
Appears in 1 contract
New Subsidiaries. If the Company or any domestic Subsidiary (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be other than an Excluded Subsidiary) proposes to create, Lead Borrower acquire or capitalize any domestic Subsidiary (other than an Excluded Subsidiary) in accordance with the terms and provisions hereof (whether pursuant to a Permitted Acquisition or otherwise), it shall notify Agent of first (or substantially concurrently with such event andcreation, promptly thereafter (and in any event within 30 days acquisition or such longer period as Agent may agreecapitalization) (ia) (1) execute and deliver, and cause each such new Restricted Subsidiary that is not an (other than Excluded Subsidiary Subsidiaries) to deliver execute and deliver, to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be Pledge and Security Agreement, a “Designated Borrower” hereunder) Guaranty and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with all other appropriate financing statements, Collateral Documents reasonably requested by Agentthe Agent or (2) execute and deliver a joinder agreement acceptable in form and substance to the Agent with respect to each of the applicable Collateral Documents as the Agent shall require in its sole discretion and (b) execute and deliver, all and cause such Subsidiary (other than Excluded Subsidiaries) to execute and deliver, to the Agent appropriate corporate resolutions, opinions and other documentation reasonably requested by the Agent in form and substance reasonably satisfactory to the Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Partyeach case, cause such Loan Party to provide to the Agent with a supplement first priority perfected security interest on the Collateral granted thereby and Lien thereon, provided, however, to the U.S. Security Agreement or extent, such Collateral consists of equity interests in a first tier Foreign Subsidiary (as defined in the applicable Canadian Pledge and Security Agreement, as applicable, providing for ) the pledge of such equity interests shall be limited to a pledge of 65% of the Capital Stock in issued and outstanding shares or other units of such new Restricted Subsidiary owned by such Loan Party equity interests (orprovided further, in however, if the case pledge of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, more sixty-five percent (65%) of such Foreign Subsidiary would not result in materially adverse tax consequences to the total combined voting power of all classes pledgor under Section 956 of the voting Capital Stock Internal Revenue Code, and only to the extent such materially adverse tax consequences remain effective, then such pledged equity interest shall constitute 100% or such other percentage of issued and outstanding shares or other units of equity interests of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of Subsidiary). If the non-voting Capital Stock of foregoing materially adverse tax consequences should no longer be effective, such Foreign Subsidiary shall execute the Collateral Documents. If the Company or FSHCOany Subsidiary, in each case should acquire, create or capitalize any new Subsidiary, the Company shall promptly notify the Agent thereof and provided an updated Schedule 6.19 listing such new Subsidiary. If any Excluded Subsidiary shall cease to be an Excluded Subsidiary for any reason and to the extent that any Excluded Subsidiary may do so without violating federal, state or local laws or regulations applicable to it, the Company shall promptly notify the Agent thereof and such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to promptly execute and deliver any joinder agreement, Guaranty, the Collateral Document or any Documents and all other document or ▇▇▇▇▇ ▇ ▇▇▇▇ instruments and documents necessary in any Capital Stock or other property held by it if the opinion of the Agent to become a Guarantor and the Company shall cause such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation Subsidiary's outstanding capital stock to be pledged to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. (a) Within 30 days in the case of clause (i) Within thirty and 60 days in the case of clause (30ii) Business Days of the formation or Acquisition of any Restricted Subsidiary, acquisition of a Restricted Significant Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases Significant Subsidiary, cause to be an Excluded Subsidiary, Lead Borrower shall notify delivered to Administrative Agent for the benefit of such event and, promptly thereafter (Administrative Agent and in any event within 30 days or such longer period as Agent may agree) the Lenders:
(i) cause each such new Restricted In the case of a Significant Subsidiary that is not an Excluded Subsidiary to deliver to Agent a Domestic Subsidiary, (A) a Joinder Agreement (which Joinder Agreement will specify whether Facility Guaranty substantially in the form of EXHIBIT K executed by such new Loan Party will be a “Designated Borrower” hereunder) and Significant Subsidiary, (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement an opinion of counsel to the U.S. Security Agreement or the applicable Canadian Security Agreement, Significant Subsidiary dated as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case date of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) delivery of the total combined voting power of all classes of Facility Guaranty provided for in this SECTION 7.13 and addressed to Administrative Agent and the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to Administrative Agent, and (iiiC) provide the Organization Documents of such Significant Subsidiary;
(ii) In the case of a Significant Subsidiary that is a Direct Foreign Subsidiary, (A) a Pledge Agreement executed by the Borrower or any Domestic Subsidiary directly owning the stock of such Significant Subsidiary which shall pledge to Administrative Agent for the benefit of Administrative Agent and the Lenders, 65% of the voting securities or other interests having ordinary voting power and 100% of the other securities or of interests in such Significant Subsidiary, (B) opinions of counsel to each Pledgor and to the Significant Subsidiary that under the laws of the applicable foreign jurisdiction, all agreements, notices and other documents required to be executed, delivered, filed or recorded and all other action required to be taken, within or pursuant to the laws of such jurisdiction to perfect the Lien conferred in favor of Administrative Agent has been duly executed, delivered, filed, recorded or taken, as the case may be, and (C) take such further action and deliver or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent delivered such further documents as reasonably requested by AgentAdministrative Agent to effect the transactions contemplated herein;
(b) If at any time the sum of the total assets or total annual revenues of Domestic Subsidiaries that have not executed and delivered to Administrative Agent a Facility Guaranty exceeds in the aggregate $150,000,000, Borrower shall promptly cause there to be delivered to Administrative Agent one or more opinions additional Facility Guaranties of counsel reasonably satisfactory to Agent, which Domestic Subsidiaries that do not constitute Significant Subsidiaries in its opinion is appropriate and customary with respect order that after giving effect to such execution and delivery additional Facility Guaranties, the sum of the applicable documentation referred to above. Upon execution and delivery total assets or total revenues, in either or both cases, of Domestic Subsidiaries not having delivered a Facility Guaranty does not exceed in the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunderaggregate $150,000,000.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
Sources: Credit Agreement (Tech Data Corp)
New Subsidiaries. (iThe Borrower shall, immediately upon any Investment in a new Subsidiary permitted by Section 9.3(f) Within thirty (30) Business Days hereof, pledge to the Collateral Agent, for the benefit of the formation Banks and the Agents, the capital stock of any Restricted each new Subsidiary in which the Borrower invests pursuant to a stock pledge agreement in form and substance satisfactory to the Agents and the Banks, and such new Subsidiary shall grant to the Collateral Agent a perfected first priority security interest (subject only to Permitted Liens entitled to priority under applicable law) in all of its personal property assets (with such exceptions are as acceptable to the Required Banks) pursuant to an instrument of adherence to the Security Agreement in form and substance satisfactory to the Agents and the Banks. In addition, the Borrower shall immediately upon such Investment, revise Schedule 7.19 hereto to reflect the acquisition of each new Subsidiary. Each new Subsidiary in which the Borrower invests shall, immediately upon such Investment, execute and deliver to the Collateral Agent, for the benefit of the Banks and the Agents, a guaranty of the payment and performance of all of the Obligations, in form and substance satisfactory to the Agents and the Banks, together with acceptable security documents including without limitation, the aforementioned instrument of adherence to the Security Agreement, legal opinions, and other documents and instruments necessary to demonstrate the due authorization, execution and delivery by such new Subsidiary of such guaranty and such security documents and to perfect the Collateral Agent's security interest in all of such new Subsidiary's assets, including (a) the resolutions of the Board of Directors or equivalent body of such new Subsidiary and the charter and by-laws (or the equivalent thereof) of such new Subsidiary, acquisition certified by an officer of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded such new Subsidiary, Lead Borrower shall notify Agent (b) a good standing certificate of such event andnew Subsidiary in its jurisdiction of incorporation, promptly thereafter (and in any event within 30 days c) a certificate of the Secretary or such longer period as Agent may agree) (i) cause each an Assistant Secretary of such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether certifying the names and true signatures of the officers of such new Loan Party will be a “Designated Borrower” hereunder) Subsidiary authorized to sign such guaranty and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate (d) UCC-1 financing statements, and (e) such other documents as the Collateral Agent may reasonably requested request. Upon delivery of the aforementioned documents, such new Subsidiary shall become a guarantor of the Obligations hereunder and, except as otherwise agreed to by Agentthe Required Banks, shall comply with and be bound by all in form of the terms and substance reasonably satisfactory to Agentconditions of the Loan Documents as a Subsidiary of the Borrower thereunder, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, and the Borrower shall cause such new Subsidiary to take all actions which it would have been required to make or take had it been a Subsidiary of the Borrower on the Closing Date, including making all representations and warranties as a guarantor under each of the Loan Party to provide to Agent a supplement Documents. Notwithstanding anything contained in this Section 8.19 to the U.S. Security Agreement contrary and to the extent permitted pursuant to Section 9.12, no Subsidiary which is incorporated or organized outside the applicable Canadian Security AgreementUnited States of America (a "Foreign Subsidiary") shall be required hereunder to execute or deliver a guaranty or security agreement or otherwise pledge, as applicableor grant a security interest in, providing for any of its assets, and the Borrower and any Subsidiary shall not be required to pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other more than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power outstanding capital stock, or other equity interest, of all classes of the voting Capital Stock of such any Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCOSubsidiary, in each case to the extent that such Capital Stock does not constitute Excluded Assets)guaranty, as shall be requested by Agent together with appropriate certificates and powers security agreement, pledge or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or grant would cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery a deemed repatriation of the applicable documentation referred accumulated earnings and profits of such Foreign Subsidiary to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunderits parent.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
Sources: Revolving Credit and Gold Consignment Agreement (Whitehall Jewellers Inc)
New Subsidiaries. Such Borrower shall not, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than those listed on Schedule 6.5; provided, however, that:
(a) a Borrower or any of its Subsidiaries may organize, create or acquire a Foreign Subsidiary after the Closing Date so long as (i) Within thirty such Foreign Subsidiary is formed in connection with the European Operations Reorganization or is engaged in the same or a related line of business in which such Borrower is engaged and if such Foreign Subsidiary is acquired by acquisition, such acquisition is a Permitted Acquisition, (30ii) Business Days no Borrower or Domestic Subsidiary of the formation of a Borrower shall have contributed or will contribute any Restricted assets to or made or will make any investments in such Foreign Subsidiary, acquisition (iii) no Borrower or Domestic Subsidiary of a Restricted Subsidiary Borrower has guaranteed or at will guarantee any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent obligations of such event and, promptly thereafter Foreign Subsidiary and (and in any event iv) within 30 days or after such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent Person becomes a Foreign Subsidiary, (A) such Borrower or the relevant Domestic Subsidiary (if the direct parent of such Foreign Subsidiary) has executed and delivered to the Administrative Agent a Joinder new pledge agreement or such amendments to the Pledge Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the capital stock or other equity interests of such Foreign Subsidiary which is owned by such Borrower or Domestic Subsidiary, as the case may be (which Joinder Agreement will specify whether provided that in no event shall more than 65% of the capital stock or other equity interests of any such new Loan Party will Foreign Subsidiary be a “Designated Borrower” hereunder) required to be so pledged), and (B) a supplemental Guaranty if such capital stock or other equity interests is issued in certificated form, such Borrower or Domestic Subsidiary, as the form attached hereto as Exhibit Gcase may be, and has delivered to deliver to the Administrative Agent any certificates representing such security documentscapital stock or other equity interests, together with appropriate financing statementsundated stock powers executed and delivered in blank by a duly authorized officer of such Borrower or Domestic Subsidiary, reasonably (C) such Borrower or Domestic Subsidiary, as the case may be, has taken or caused to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as the Administrative Agent may deem necessary or advisable to perfect such Lien on such capital stock or other equity interests, and (D) if requested by the Administrative Agent, all such Borrower shall have delivered or caused to be delivered to the Administrative Agent legal opinions and other documents relating to matters described in this clause (iv), which opinions and other documents shall be in form and substance reasonably satisfactory to Agentsubstance, and (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)legal opinions) that is a CFCfrom counsel, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to the Administrative Agent; and
(b) a Borrower may acquire a Domestic Subsidiary pursuant to a Permitted Acquisition or organize or create new Domestic Subsidiaries in connection with the European Operations Reorganization so long as within 5 days of such acquisition or formation (A) the direct owner of the capital stock or other equity interests of such Domestic Subsidiary has executed and delivered to the Administrative Agent a new pledge agreement or such amendments to the Pledge Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, and for the benefit of the Lenders, a Lien on all of the capital stock or other equity interests of such Domestic Subsidiary, (iiiB) provide if such capital stock or cause to be provided to Agent all other customary and reasonable documentation requested therebyequity interests is issued in certificated form, including, such owner has delivered to the extent requested Administrative Agent any certificates representing such capital stock or other equity interests, together with undated stock powers executed and delivered in blank by Agenta duly authorized officer of such owner, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to (C) such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Domestic Subsidiary shall become a Guarantor hereunder and become a grantor under the Security Agreement and under the other applicable Loan Party hereunder with Documents, and (D) if requested by the same force Administrative Agent, such owner and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement such Domestic Subsidiary shall not require the consent of any Loan Party have delivered or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything caused to be delivered to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required Administrative Agent legal opinions and other documents relating to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ matters described in any Capital Stock or other property held by it if such action clauses (A) for reasons of cost), legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not and (C) above, which opinions and other documents shall be required with respect in form and substance, and (in the case of legal opinions) from counsel, reasonably satisfactory to the Collateral owned by a Loan Party pursuant to the terms of the Collateral DocumentsAdministrative Agent.
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and As soon as practicable but in any event within 30 days Business Days following the acquisition or creation of any Domestic Subsidiary cause to be delivered to the Lender each of the following, as applicable:
(a) a joinder agreement acceptable to the Lender duly executed by such longer period as Agent may agree) Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor, together with executed counterparts of each other Loan Document reasonably requested by the Lender, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Lender in all Collateral of such Domestic Subsidiary;
(i) cause each Uniform Commercial Code financing statements naming such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a Person as “Designated BorrowerDebtor” hereunder) and (B) a supplemental Guaranty naming the Lender for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the form attached hereto as Exhibit Greasonable opinion of the Lender and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect in favor of the Lender for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by a Uniform Commercial Code filing, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests, Securities and Instruments) and such other documents and agreements as may be reasonably required by the Lender, all as necessary to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with respect the terms of the Loan Documents;
(c) upon the written request of the Lender, an opinion of counsel to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause each such Loan Party to provide to Agent a supplement Domestic Subsidiary and addressed to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLender, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, acceptable to the extent requested by AgentLender, one or more each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel reasonably satisfactory delivered pursuant to AgentSection 5.01(a); and
(d) current copies of the Organizational Documents of each such Domestic Subsidiary, which in its opinion is minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organizational Documents or applicable Law, of the shareholders, members or partners) of such Person authorizing the actions and customary with respect to such the execution and delivery of documents described in this Section 7.12, all certified by the applicable documentation referred to above. Upon execution and delivery of Governmental Authority or appropriate officer as the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereundermay elect.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. Create, organize, incorporate or acquire any Subsidiary (each a "NEW SUBSIDIARY"), or permit any of its Subsidiaries to create, organize, incorporate or acquire any New Subsidiary, unless:
(i) Within thirty either (30A) such New Subsidiary constitutes a Restricted Subsidiary or (B) if such New Subsidiary does not constitute a Restricted Subsidiary, Investments are otherwise permitted to be made in such New Subsidiary pursuant to Section 5.02(e)(vii);
(ii) the Administrative Agent shall have approved the legal structure (if other than a corporation, limited partnership or limited liability company organized under the laws of any state of the United States of America) and capitalization of such New Subsidiary, such approval not to be unreasonably withheld or delayed;
(iii) if such New Subsidiary is a wholly owned Domestic Subsidiary or a Person created, purchased or otherwise acquired by the Borrower or any of its Subsidiaries pursuant to Section 5.02(e)(vi) or has guaranteed Indebtedness of any Person other than Indebtedness of the Loan Parties under and in respect of the Loan Documents, such New Subsidiary shall execute and deliver to the Administrative Agent, on behalf of the Lender Parties, within five Business Days of the formation date of any Restricted Subsidiaryits creation, acquisition of a Restricted Subsidiary organization, incorporation or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiaryacquisition, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) Guarantee Supplement and (B) a supplemental Guaranty such other agreements, instruments, certificates or documents as the Administrative Agent or the Required Lender through the Administrative Agent may reasonably request, in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all each case in form and substance reasonably satisfactory to the Lender Parties; and
(iv) upon the reasonable request of the Administrative Agent or the Required Lender through the Administrative Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement New Subsidiary or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as Borrower shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, delivered to the extent requested by Agent, Administrative Agent signed copies of one or more favorable opinions of counsel for such New Subsidiary, addressed to the Administrative Agent and the Lender Parties, and reasonably satisfactory acceptable to Agentthe Lender Parties, as to the Guarantee Supplement being the legal, valid and binding obligation of such New Subsidiary, enforceable against such New Subsidiary in accordance with its terms, as to the choice of New York law being recognized in the courts of the jurisdiction in which in its opinion such New Subsidiary is appropriate organized and customary with respect as to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to as the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Administrative Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to Required Lenders through the terms of the Collateral DocumentsAdministrative Agent may reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Medpartners Inc)
New Subsidiaries. Each Borrower shall, at its own expense prior to the acquisition or formation of any direct or indirect Subsidiary of such Borrower after the date hereof:
(i) Within thirty Notify the Administrative Agent of such event;
(30ii) Business Days If such Subsidiary is required by the provisions of the formation of any Restricted Subsidiary, acquisition of this Agreement to be designated as a Restricted Subsidiary (or at any time if the Borrowers choose to designate such Subsidiary as a Restricted Subsidiary), cause such Restricted Subsidiary becomes to execute and deliver to the Administrative Agent one or more joinder agreements and such other documents as the Administrative Agent deems necessary to include such Subsidiary as a Borrower (or Guarantor, as applicable);
(iii) If such Subsidiary is required by the provisions of this Agreement to be designated as a Restricted Subsidiary (or ceases if the Borrowers choose to be an Excluded designate such Subsidiary as a Restricted Subsidiary), Lead Borrower shall notify Agent amend the Security Documents as appropriate in light of such event andto pledge the Equity Securities of such Person to the Administrative Agent for the benefit of itself and the Lenders and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby;
(iv) If such Subsidiary is required by the provisions of this Agreement to be designated as a Restricted Subsidiary (or if the Borrowers choose to designate such Subsidiary as a Restricted Subsidiary), promptly thereafter upon obtaining the approval of any necessary Governmental Authority, deliver to the Administrative Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank;
(and in any event within 30 days or v) If such longer period Subsidiary is required by the provisions of this Agreement to be designated as Agent may agree) (i) cause each such new a Restricted Subsidiary that is not an Excluded (or if the Borrowers choose to designate such Subsidiary as a Restricted Subsidiary), cause such Subsidiary to deliver to Agent (A) execute a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) pledge and (B) a supplemental Guaranty in the form attached hereto as Exhibit Gsecurity agreement, and to deliver to Agent such mortgage and/or ship mortgage or other security documents, together with appropriate financing statements, reasonably requested by Agent, all agreement in form and substance reasonably satisfactory to the Administrative Agent; and
(vi) If such Subsidiary is required by the provisions of this Agreement to be designated as a Restricted Subsidiary (or if the Borrowers choose to designate such Subsidiary as a Restricted Subsidiary), cause each document (ii) including each Uniform Commercial Code financing statement and each filing with respect to all new intellectual property owned by each Person that becomes a direct or indirect Restricted Subsidiaries that are directly owned Subsidiary of any Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in whole or order to create in part by favor of the Administrative Agent for the benefit of itself and the Lenders a Loan Partyvalid, cause such Loan Party to provide to Agent a supplement legal and perfected first-priority security interest in and lien on the Collateral subject to the U.S. Security Agreement Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent; provided, however, that in the case of any Subsidiary which is the owner of a Casino or the applicable Canadian Security Agreementholder of a Gaming License, as applicable, providing for Argosy shall use its best efforts to cause all necessary Governmental Authorities to consent to the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock Equity Securities of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Administrative Agent together with appropriate certificates for the benefit of itself and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as soon as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentspracticable.
Appears in 1 contract
Sources: Credit Agreement (Argosy Gaming Co)
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead The Borrower shall notify Agent of such event andonly form or acquire direct or indirect Subsidiaries which are in the same business as the Borrower. The Borrower shall, promptly thereafter (at its own expense, promptly, and in any event within 30 days ten (10) Business Days after the formation or such longer period as Agent may agree) acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Collateral Agent for the benefit of the Secured Parties 100% of the Equity Securities of each Person which becomes a Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) deliver to the Collateral Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each such new Restricted Person that becomes a direct or indirect Subsidiary that is not an Excluded Subsidiary after the date hereof to deliver to Agent (A) execute a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) pledge and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all agreement in form and substance reasonably satisfactory to the Administrative Agent, (iivi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to all new Restricted Subsidiaries that are directly intellectual property owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Person that becomes a direct or indirect Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require Borrower after the consent date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of any Loan Party or Lender hereunder. The rights the Collateral Agent for the benefit of the Lenders a valid, legal and obligations of each Loan Party hereunder shall remain perfected first-priority security interest in full force and effect notwithstanding lien on the addition of any Loan Party hereunder.
(ii) Notwithstanding anything Collateral subject to the contrary contained hereinSecurity Documents to be so filed, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute registered or recorded and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation evidence thereof delivered to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Administrative Agent or (B) is Excluded Assets or otherwise would not provided that no filing shall be required with respect to intellectual property if the Collateral owned by a Loan Party pursuant Administrative Agent determines that such property is not material to the terms business of such Subsidiary), and (vi) deliver an opinion of counsel in form and substance satisfactory to the Collateral DocumentsAdministrative Agent with respect to each such Person and the matters set forth in this section.
Appears in 1 contract
New Subsidiaries. If, after the Closing Date, any Loan Party creates, either directly or indirectly, any Subsidiary in accordance with Section 11.4 or 11.15, it will upon such creation thereof:
(ia) Within thirty if such Subsidiary is a Domestic Subsidiary (30x) Business Days cause such Subsidiary to become either a Borrower or a Guarantor; provided, that such Subsidiary may become a Borrower hereunder only if such Subsidiary is a Wholly-Owned Subsidiary and the Administrative Agent has provided its prior written approval of such Subsidiary becoming a Borrower (upon its review of such Subsidiary including, without limitation, its review of such field examinations, audits, appraisals and other due diligence as the formation of any Restricted SubsidiaryAdministrative Agent shall reasonably require) and, acquisition of if such Subsidiary is not a Restricted Wholly-Owned Subsidiary or at any time in the event such approval is not provided
for a Wholly-Owned Subsidiary becomes to become a Restricted Borrower, such Subsidiary or ceases to be an Excluded Subsidiaryshall become a Guarantor, Lead Borrower shall notify Agent of such event and, promptly thereafter and (and in any event within 30 days or such longer period as Agent may agree) (iy) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to execute and deliver to the Administrative Agent (A1) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto of Exhibit G hereto, in its capacity as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole a Borrower or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security AgreementGuarantor, as applicable, providing for and (2) any further documents, instruments or agreements as the pledge Administrative Agent may reasonably require in order to grant the Administrative Agent a perfected first priority security interest (subject only to Permitted Liens) in substantially all of the assets of such Subsidiary; or
(b) if such Subsidiary is a Domestic Subsidiary or a First-Tier Foreign Subsidiary, cause to be pledged to the Administrative Agent (pursuant to the Guaranty and Collateral Agreement) a security interest in the Capital Stock in Securities of such new Restricted Subsidiary owned by such Loan Party (orprovided, that with respect to any such First-Tier Foreign Subsidiary, such Loan Party shall only be required to grant to the Administrative Agent a first-priority security interest in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Capital Securities thereof to the extent owned by any such Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, and not exceeding sixty-five percent (65%), in the aggregate, of the issued and outstanding Capital Securities of such Subsidiary); and
(c) in either of the cases in (a) or (b) above, (i) deliver to the Administrative Agent (1) revised schedules to the Loan Documents reflecting such Loan Party’s ownership interest in such Subsidiary and (2) the certificates, if any, representing the Capital Securities of such Subsidiary required to be pledged hereunder, together with undated stock powers and an irrevocable proxy (or equivalent instruments, as applicable), or if such interest is uncertificated, evidence of the registration of the Administrative Agent’s lien on and security interest in such interest on the books and records of such entity and (ii) execute and deliver all such other instruments, documents and agreements and take such other actions, and cause all Subsidiaries to execute and deliver all such other instruments, documents and agreements and to take such other actions, as in either case, the Administrative Agent may reasonably request or require to fully evidence and consummate the transactions contemplated in clauses (a) and (b) above and to ensure the enforceability, perfection and first-priority (subject only to Permitted Liens) of the total combined voting power interests and undertakings thereunder, including, without limitation, (i) the execution and delivery of all classes guaranties, security agreements, pledge agreements, mortgages, deeds of trust, financing statements and other documents, and the filing or recording of any of the voting Capital Stock foregoing, (ii) the delivery of such Foreign Subsidiary or FSHCO certificated securities and one-hundred percent other Collateral with respect to which perfection is obtained by possession and (100%iii) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, legal opinions in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of from such counsel reasonably satisfactory to Agentthe Administrative Agent to be addressed to (or permit reliance upon by) the Administrative Agent and the Lenders. Without limiting the foregoing, which in its opinion is appropriate and customary the Loan Parties shall have no obligations pursuant to this Section 10.10 with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted any Second-Tier Foreign Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. (i) Within Not later than thirty (30) Business Days of days after (i) the formation acquisition or creation of any Restricted Domestic Subsidiary, acquisition of any Direct Foreign Subsidiary, or any PR Subsidiary, or (ii) any Subsidiary becoming a Restricted Domestic Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases (including by ceasing to be an Excluded Subsidiary), Lead Borrower shall notify a Direct Foreign Subsidiary or a PR Subsidiary, cause to be delivered to the Administrative Agent each of the following:
(a) to the extent such Subsidiary is a Domestic Subsidiary or a PR Subsidiary, a Guaranty executed by such Subsidiary substantially in the form of the Guaranty;
(b) to the extent such Subsidiary is a Domestic Subsidiary, required Security Instruments of such event andSubsidiary, promptly thereafter including a Security Agreement and an Intellectual Property Security Agreement (together, if required by the Collateral Agent, with an Assignment of Patents, Trademarks and Copyrights), in each case substantially in the form of such documents as delivered on the Original Closing Date, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as "Debtor" and naming the Collateral Agent for the benefit of the Collateral Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the reasonable opinion of the Collateral Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Collateral Agent for the benefit of the Collateral Agent and the Lenders the Lien on Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing;
(c) if the Subsidiary Securities issued by such Subsidiary that are, or are required to become, Pledged Interests, shall be owned by a Subsidiary who has not then executed and delivered to the Collateral Agent a Pledge Agreement granting a Lien to the Collateral Agent, for the benefit of the Collateral Agent and the Lenders, in such equity interests, a Pledge Agreement executed by the Subsidiary that directly owns such Subsidiary Securities substantially in the form of the Pledge Agreement delivered on the Original Closing Date (or, as to the Pledged Interests issued by any event within 30 days Direct Foreign Subsidiary, in a form acceptable to the Collateral Agent), and if such Subsidiary Securities shall be owned by SEI or a Subsidiary who has previously executed a Pledge Agreement, a Pledge Agreement Supplement in the form required by such longer period as Agent may agreePledge Agreement pertaining to such Subsidiary Securities;
(d) if the Pledged Interests issued by such Subsidiary constitute securities under Article 8 of the Uniform Commercial Code (i) cause each the certificates representing 100% of such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) Securities and (Bii) a supplemental Guaranty duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto;
(i) Uniform Commercial Code financing statements on form UCC-1 or otherwise duly executed by the pledgor as "Debtor" and naming the Collateral Agent for the benefit of the Collateral Agent and the Lenders as "Secured Party," in form, substance and number sufficient in the form attached hereto reasonable opinion of the Collateral Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Collateral Agent for the benefit of the Collateral Agent and the Lenders the Lien on such Subsidiary Securities and (ii) if the Pledged Interests issued by such Subsidiary do not constitute securities and such Subsidiary has not elected to have such interests treated as Exhibit Gsecurities under Article 8 of the applicable Uniform Commercial Code, and to deliver to Agent a control agreement from the Registrar of such security documentsSubsidiary, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory acceptable to the Collateral Agent and in which the Registrar (1) acknowledges that the pledgor is at the date of such acknowledgment the sole record, and to its knowledge, beneficial owner of such Subsidiary Securities, (2) acknowledges the Lien in favor of the Collateral Agent conferred under the Pledge Agreement and that such Lien will be reflected on the registry for such Subsidiary Securities, (3) agrees that it will not register any transfer of such Subsidiary Securities nor acknowledge any Lien in favor of any other Person on such Subsidiary Securities, without the prior written consent of the Collateral Agent, in each instance, until it receives notice from the Collateral Agent that all Liens on such Collateral in favor of the Collateral Agent for the benefit of the Collateral Agent and the Lenders have been released or terminated, and (ii4) with respect agrees that upon receipt of notice from the Agent that an Event of Default has occurred and is continuing and that the Subsidiary Securities identified in such notice have been transferred to all new Restricted Subsidiaries that are directly owned a transferee identified in whole or in part by a Loan Partysuch notice, cause it will duly record such Loan Party to provide to Agent transfer of Subsidiary Securities on the appropriate registry without requiring further consent from the pledgor and shall thereafter treat the transferee as the sole record and beneficial owner of such Subsidiary Securities pending further transfer, notwithstanding any contrary instruction received from the pledgor;
(e) a supplement to the U.S. appropriate schedule attached to the appropriate Security Agreement or Instruments listing the applicable Canadian additional Collateral, certified as true, correct and complete by the Responsible Officer (provided that the failure to deliver such supplement shall not impair the rights conferred under the Security Agreement, Instruments in after acquired Collateral);
(f) an opinion of counsel to the Subsidiary dated as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case date of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) delivery of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO Guaranty and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, other Loan Documents provided for in each case this Section 6.19 and addressed to the extent that such Capital Stock does not constitute Excluded Assets)Administrative Agent, as shall be requested by the Collateral Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to the Administrative Agent, including opinions, assumptions and (iii) provide or cause qualifications similar to be provided to Agent all other customary and reasonable documentation requested thereby, including, to those contained in the extent requested by Agent, one or more opinions of counsel reasonably satisfactory delivered pursuant to AgentSection 4.01(a); and
(g) current copies, which in its opinion is certified by an appropriate officer of such Subsidiary, of the Organization Documents of such Subsidiary, resolutions (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Subsidiary authorizing the actions and customary with respect to such the execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain documents described in full force and effect notwithstanding the addition of any Loan Party hereunderthis Section 6.19.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. New Issuances of Capital Stock. Contemporaneously with the creation or acquisition of any Subsidiary of Parent, Parent shall, and shall cause each of its Subsidiaries (ias applicable) Within thirty to:
(30a) Business Days grant or cause to be granted to Agent, for the benefit of Agent and the Lenders, a perfected, first priority security interest in all of the formation Capital Stock of a Domestic Subsidiary or 65% of the Capital Stock of any Restricted Subsidiary, acquisition of a Restricted Foreign Subsidiary directly owned by Parent or at any time a Domestic Subsidiary becomes a Restricted Subsidiary or ceases (to be an Excluded Subsidiary, Lead Borrower shall notify Agent of the extent such event and, promptly thereafter Capital Stock is not already so pledged to Agent);
(and in any event within 30 days or such longer period as Agent may agree) (ib) cause each such new Restricted Subsidiary that is not (excluding any Immaterial Subsidiary and any Foreign Subsidiary, except as provided in Section 7.6) to Guarantee the payment and performance of the Obligations by executing and delivering to Agent an Excluded appropriate Guaranty; and
(c) cause each such Subsidiary (excluding any Immaterial Subsidiary and any Foreign Subsidiary, except as provided in Section 7.6) to execute and deliver to Agent an appropriate Security Agreement and such other Security Documents as Agent may request to grant Agent, for the benefit of Agent and the Lenders, a perfected, first priority Lien (Aexcept for Permitted Liens, if any) a Joinder Agreement (on all Property of such Subsidiary which Joinder Agreement will specify whether such new is required to be pledged as Collateral under the terms of this Agreement. Contemporaneously with the issuance of any additional Capital Stock of any Subsidiary of Parent, Parent shall, and shall cause each other Loan Party will and other appropriate Persons (as applicable) to, grant or cause to be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory granted to Agent, for the benefit of Agent and the Lenders, a perfected, first priority security interest in such Capital Stock of such Subsidiary (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge extent any of the such Capital Stock in such new Restricted Subsidiary owned by such Loan Party is already not so pledged to Agent, limited as follows: (or, x) in the case of a FSHCO any Foreign Subsidiaries directly owned by Parent or a Foreign Domestic Subsidiary (other than a Foreign Subsidiary to an aggregate amount of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of each such Foreign Subsidiary or, if an Event of Default exists, as provided in Section 7.6, (y) in the case of Foreign Subsidiaries, other than Foreign Subsidiaries directly owned by Parent or FSHCO a Domestic Subsidiary, if an Event of Default exists, as provided in Section 7.6). Each of Parent and one-hundred percent (100%) Borrower covenants that none of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, to be pledged in each case to the extent that such Capital Stock does not constitute Excluded Assets), as accordance with this Section 7.3 shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSAsubject to any transfer restriction, as applicableshareholders' agreement, or other restriction except for such restrictions under applicable personal property or moveable property registries or other documents necessary to perfect securities laws and such pledgerestrictions, in form and substance reasonably satisfactory if any, as may be acceptable to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained hereinin this Section 7.3 (but subject to Section 7.6), (i) neither Holdings Parent nor any Restricted Subsidiary of Holdings Parent shall be required obligated to pledge more than 65% of each class of the issued and outstanding Capital Stock of any Foreign Subsidiary that is a direct, wholly-owned Subsidiary of Parent or a Domestic Subsidiary or to pledge any Capital Stock of any Subsidiary of any such Foreign Subsidiaries, (ii) no Foreign Subsidiary shall be obligated to execute a Guaranty guaranteeing payment or performance of the Obligations, and deliver any joinder agreement, Guaranty, Collateral Document (iii) no Foreign Subsidiary shall be obligated to execute a Security Agreement or any other document Security Document securing payment or ▇▇▇▇▇ ▇ ▇▇▇▇ performance of the Obligations. In connection with and in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation addition to the benefits foregoing, Parent and its Domestic Subsidiaries shall execute and/or deliver such further agreements, documents, and instruments (including, without limitation, stock certificates, stock powers, and financing statements) as Agent may request in order for it to obtain and maintain the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not perfected, first priority Liens to be required granted in accordance with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentsthis Section 7.3.
Appears in 1 contract
Sources: Credit Agreement (Intervoice Inc)
New Subsidiaries. The Borrowers shall, at their own expense promptly, and in any event within twenty (i) Within thirty (3020) Business Days of after the formation or acquisition of any Restricted Subsidiary by any Loan Party (other than an Excluded Subsidiary, acquisition of a Restricted ) or after any Excluded Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall Subsidiary (A) notify the Administrative Agent of such event andin writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(viii)), promptly thereafter (B) cause such Subsidiary to execute and deliver or otherwise become a party to the Guaranty and to become a party to the Security Agreement and each other applicable Security Document, in each case in accordance with the terms thereof and amend the Security Documents as appropriate in light of such event to pledge to the Administrative Agent for the benefit of itself and the Lenders 100% of the Equity Securities of such Subsidiary and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, provided that any Excluded Subsidiary that ceases to be an Excluded Subsidiary shall only be required to become a party to the Security Documents if no Default or Event of Default would result therefrom, (C) deliver (or cause the appropriate Person to deliver) to the Administrative Agent all stock certificates and other instruments constituting Collateral thereunder free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be requested by the Administrative Agent to perfect the Administrative Agent’s first priority Lien in such Collateral consisting of Equity Securities in compliance with any event within 30 days or such longer period as Agent may agree) applicable laws of jurisdictions outside of the United States), (iD) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each new Subsidiary) required by law or requested by the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, for the benefit of the Lender Parties, a valid, legal and perfected first-priority security interest in and lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent, (E) deliver (or cause the appropriate Person to deliver) the Organizational Documents, certificates, resolutions and other documents that would have been required of such new Restricted Subsidiary that is not an Excluded under clause (a) of Schedule 3.01 if such Subsidiary to deliver to Agent (A) had been a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) Borrower on the Sixth Restatement Effective Date and (BF) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all an opinion of counsel in form and substance reasonably satisfactory to Agent, (ii) the Administrative Agent with respect to all each new Restricted Subsidiaries that are directly owned in whole or in part by a Loan PartyGuarantor, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case Equity Securities of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to AgentSubsidiary, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome set forth in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentsthis Section 5.01(j).
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days following the acquisition or creation (iby Division or otherwise) Within thirty (30) Business Days of the formation of any Restricted Domestic Subsidiary (other than an Excluded Subsidiary), acquisition of a Restricted or the time any existing Excluded Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement reasonably acceptable to the Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor (or, with the consent of the Administrative Agent if such Subsidiary is to own any assets of the type included in the Borrowing Base, a Borrower shall notify hereunder), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) Domestic Subsidiary;
(i) cause each Uniform Commercial Code financing statements naming such new Restricted Subsidiary that Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is not an necessary to perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunderEquity Interests), Securities and Instruments) and (B) a supplemental Guaranty in such other documents and agreements as may be reasonably required by the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Administrative Agent, all as necessary to establish and maintain a valid, perfected security interest in form and substance reasonably satisfactory to all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Administrative Agent, (ii) with respect an opinion of counsel to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause each such Loan Party to provide to Agent a supplement Domestic Subsidiary and addressed to the U.S. Security Agreement or Administrative Agent and the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to the Administrative Agent, each of which opinions may be in form and (iii) provide or cause substance, including assumptions and qualifications contained therein, substantially similar to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more those opinions of counsel reasonably satisfactory delivered pursuant to AgentSection 5.01(a);
(d) current copies of the Organization Documents of each such Domestic Subsidiary, which in its opinion is together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and customary with respect to such the execution and delivery of documents described in this Section 7.12, all certified by the applicable documentation referred Governmental Authority or appropriate officer as the Administrative Agent may elect; and
(e) with respect to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted any Subsidiary shall to become a Loan Party hereunder with the same force and effect as if originally named as Borrower hereunder, within three (3) Business Days prior to becoming a Loan Party herein. The execution and delivery of the Joinder Agreement Borrower (which shall not require the consent of any Loan Party the Administrative Agent), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything other applicable anti-money laundering laws to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document extent such information is requested by the Administrative Agent or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation the Lenders reasonably promptly after written notice to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Administrative Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documentsproposed joinder of a Borrower.
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted SubsidiaryThe Borrowers shall cause, acquisition at their sole cost and expense, each new Subsidiary of a Restricted Subsidiary Borrower created or at any time a Subsidiary becomes a Restricted Subsidiary acquired on or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event andafter the date hereof, promptly thereafter (upon such creation or acquisition, to execute and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) the Lender the following agreements and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all which agreements and documents shall be in form and substance reasonably satisfactory to Agentthe Lender: (a) a joinder agreement in such form as the Lender shall require pursuant to which such new Domestic Subsidiary shall become a co-borrower hereunder; (b) a security agreement in such form as the Lender shall require, (ii) with respect pursuant to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Partywhich, cause such Loan Party to provide to Agent a supplement Domestic Subsidiary shall grant to the U.S. Security Agreement or Lender a first priority perfected security interest in all of its assets in order to secure the applicable Canadian Security Agreementfull and prompt payment and performance of the Obligations; (c) any and all UCC financing statements which the Lender deems necessary and appropriate in order to perfect its first priority perfected security interests in all of the assets of such Domestic Subsidiary; and (d) such other agreements, documents, financing statements, instruments, opinions and certificates and completion of such other matters, as applicablethe Lender may reasonably deem necessary or appropriate. Promptly upon the creation or acquisition of any Foreign Subsidiary created or acquired after the date hereof, providing for the pledge Borrowers shall cause, at their sole cost and expense, 65% of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (orStock, in the case membership interests and other equity interests of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of each such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCOSubsidiary, in each case to be pledged to the extent Lender so that the Lender has a first priority perfected security interest in all such Capital Stock does not constitute Excluded Assets)shares, as membership interests and other equity interests. Such pledge shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary pursuant to perfect such pledge, a pledge agreement in a form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunderLender.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. Create, organize, incorporate or acquire ---------------- any Subsidiary other than a Special Purpose Vehicle (any such newly created, organized, incorporated or acquired Subsidiary other than a Special Purpose Vehicle being a "NEW SUBSIDIARY"), or permit any of its Subsidiaries to create, organize, incorporate or acquire any New Subsidiary, unless:
(i) Within thirty either (30A) Business Days of the formation of any Restricted Subsidiary, acquisition of such New Subsidiary constitutes a Restricted Subsidiary or at any time a (B) if such New Subsidiary becomes does not constitute a Restricted Subsidiary, such New Subsidiary or ceases is otherwise expressly permitted under the terms of Section 5.02(f)(ix);
(ii) the Administrative Agent shall have approved the legal structure and capitalization of such New Subsidiary, such approval not to be an Excluded Subsidiaryunreasonably withheld or delayed;
(iii) such New Subsidiary shall execute and deliver to the Administrative Agent, Lead Borrower shall notify Agent on behalf of such event andthe Secured Parties, promptly thereafter (and in any event within 30 days following the date of its creation, organization, incorporation or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent acquisition, (A) if such New Subsidiary constitutes a Joinder Restricted Subsidiary, a Guarantee Supplement, a Security Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty Supplement, and, if applicable, one or more IP Collateral Assignments--Short Form and, if necessary or in the form attached hereto as Exhibit Greasonable opinion of the Administrative Agent desirable to properly create and perfect a lien and security interest in the Equity Interests in, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreementproperty and assets of, as applicablesuch New Subsidiary, providing for the one or more other mortgages, security agreements, floating and fixed debentures or pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada agreements (or any province or territory thereofother similar documents)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agentthe Lenders, (B) if such New Subsidiary constitutes a Foreign Corporation, such documentation as may be necessary or in the reasonable opinion of the Administrative Agent desirable to properly create and perfect a lien and security interest in the Equity Interests of such Foreign Corporation referred to in clause (v) of this Section 5.02(k) and (iiiC) provide in each case, such other agreements, instruments, certificates or cause to be provided to documents as the Administrative Agent all other customary may reasonably request, in each case in form and reasonable documentation requested thereby, including, substance reasonably satisfactory to the extent requested by AgentLenders;
(iv) if such New Subsidiary constitutes a Restricted Subsidiary, such New Subsidiary and the owners of all of the Equity Interests therein shall have taken or shall take all of the other actions that may be necessary or that the Administrative Agent may reasonably deem desirable in order (A) to perfect and protect any Liens granted under the Collateral Documents, the Security Agreement Supplement and, if applicable, one or more opinions of counsel reasonably satisfactory to AgentIP Collateral Assignments-- Short Form and the other mortgages, which in its opinion is appropriate security agreements, floating and customary with respect to such execution fixed debentures and delivery of the applicable documentation pledge agreements referred to above. Upon execution in clause (iii) of this Section 5.02(k) and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets to enable the Administrative Agent and the Lenders to exercise and enforce their rights and remedies under the Loan Documents;
(v) if such New Subsidiary constitutes a Foreign Corporation, such New Subsidiary and each of the Borrowers and the Restricted Subsidiaries that own any of the Equity Interests therein shall have taken or otherwise shall take all of the other actions that may be necessary or that the Administrative Agent may reasonably deem desirable in order to perfect and protect any Liens granted or intended to be granted under the Collateral Documents in 66% of the Equity Interests in such New Subsidiary entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) (the "VOTING EQUITY INTERESTS") (on a fully diluted basis) or, if less, all of the Voting Equity Interests in such New Subsidiary owned by the Borrowers and/or the Restricted Subsidiaries, and all of the Equity Interests in such New Subsidiary not entitled to vote (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Internal Revenue Code) now or hereafter owned by the Borrowers and/or the Restricted Subsidiaries; provided, however, that, if, as a result of any changes in the tax laws of the United States of America after the date of this Agreement, the pledge by any of the Borrowers or any of their respective wholly owned Subsidiaries of any additional Equity Interests in such New Subsidiary to the Administrative Agent, on behalf of itself and the other Secured Parties, would not result in an increase in the aggregate net consolidated tax liabilities of Fox Kids and its Subsidiaries, then, promptly after the changes in such laws, all such additional Equity Interests shall be required with respect pledged to the Collateral owned by a Loan Party Administrative Agent, on behalf of the Secured Parties, pursuant to the terms and conditions of the Collateral DocumentsDocuments and/or one or more 152 additional pledge agreements (or other similar documents), in form and substance reasonably acceptable to the Lenders; and
(vi) upon the reasonable request of the Administrative Agent, signed copies of one or more favorable opinions of special and appropriate local and/or foreign counsel for such New Subsidiary and, if appropriate, counsel for the owners of all of the Equity Interests therein as the Administrative Agent shall reasonably request, addressed to the Administrative Agent, on behalf of the Secured Parties, and reasonably acceptable to each such Person, as to the Guarantee Supplement, the Security Agreement Supplement, the IP Collateral Assignments--Short Form, the mortgages, the security agreements, the floating and fixed debentures and the pledge agreements (or other similar documents) referred to in clause (iii) of this Section 5.02(k) being the legal, valid and binding obligations of such New Subsidiary or such owners of the Equity Interests therein, as the case may be, enforceable against such New Subsidiary or each such owner in accordance with their respective terms, as to the creation, perfection and priority of the liens and security interests created or purported to be created therein, as to the choice of New York law being recognized in the courts of the jurisdiction in which such New Subsidiary is organized and as such other matters as the Administrative Agent, or any of the Lenders through the Administrative Agent, may reasonably request. It is understood and agreed that only Fox Kids and its direct Subsidiaries at any time shall be the Borrowers.
Appears in 1 contract
Sources: Credit Agreement (Fox Television Stations Inc /De/)
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted SubsidiaryThe Borrower shall, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiaryits own expense, Lead Borrower shall notify Agent of such event andpromptly, promptly thereafter (and in any event within 30 twenty (20) days after the formation or such longer period as Agent may agree) acquisition of any new direct or indirect Subsidiary of the Borrower after the date hereof (i) notify the Administrative Agent of such event, (ii) amend the Security Documents as appropriate in light of such event to pledge to the Administrative Agent for the benefit of itself and the Lenders (A) 100% of the Equity Securities of each Person which becomes a domestic Subsidiary or (B) 65% of the Voting Stock and 100% of the non-Voting Stock of each Person which becomes a foreign Subsidiary, and, in each case, execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby (iii) deliver to the Administrative Agent all stock certificates and other instruments added to the Collateral thereby free and clear of all Liens, accompanied by undated stock powers or other instruments of transfer executed in blank, (iv) cause each domestic Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to guarantee the Obligations pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each such new Restricted Person that becomes a direct or indirect Domestic Subsidiary that is not an Excluded Subsidiary after the date hereof to deliver to Agent (A) execute a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) pledge and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all agreement in form and substance reasonably satisfactory to the Administrative Agent, (iivi) cause each document (including each Uniform Commercial Code financing statement and each filing with respect to all new Restricted Subsidiaries intellectual property owned by each such Person that are directly owned becomes a direct or indirect Subsidiary of the Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in whole or order to create in part by favor of the Administrative Agent for the benefit of the Lenders a Loan Partyvalid, cause such Loan Party to provide to Agent a supplement legal and perfected first-priority security interest in and lien on the Collateral subject to the U.S. Security Agreement Documents to be so filed, registered or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO recorded and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case evidence thereof delivered to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Administrative Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, (vii) deliver an opinion of counsel in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to the Administrative Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with Person and the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain matters set forth in full force and effect notwithstanding the addition of any Loan Party hereunderthis section.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
New Subsidiaries. Upon the acquisition or creation (iby Division or otherwise) Within thirty (30) Business Days of the formation of any Restricted Subsidiary (including, for avoidance of doubt, any Foreign Subsidiary), acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as the Administrative Agent may shall agree, in its discretion, cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement acceptable to the Administrative Agent duly executed by such Subsidiary sufficient to cause such Subsidiary to become a Borrower (or, at Administrative Agent’s discretion, a Guarantor), together with executed counterparts of each other Loan Document reasonably requested by the Administrative Agent, including all Security Instruments and other documents reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such Subsidiary;
(i) cause each Uniform Commercial Code financing statements naming such new Restricted Subsidiary that Person as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is not an Excluded Subsidiary necessary to deliver perfect in favor of the Administrative Agent for the benefit of the Secured Parties the Lien on the Collateral conferred under such Security Instrument to Agent the extent such Lien may be perfected by Uniform Commercial Code filing, and (Aii) a Joinder Agreement pledge agreements, control agreements, Documents and original collateral (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunderincluding pledged Equity Interests, Securities and Instruments) and (B) a supplemental Guaranty in such other documents and agreements as may be reasonably required by the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Administrative Agent, all as necessary to establish and maintain a valid, perfected security interest in form and substance reasonably satisfactory to all Collateral in which such Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Administrative Agent, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement an opinion of counsel to the U.S. Security Agreement or the applicable Canadian Security AgreementLoan Parties and their Subsidiaries (including, as applicablewithout limitation, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (or, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)Subsidiary) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case addressed to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Administrative Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledgeLenders, in form and substance reasonably satisfactory acceptable to the Administrative Agent, each of which opinions may be in form and (iii) provide or cause substance, including assumptions and qualifications contained therein, substantially similar to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more those opinions of counsel reasonably satisfactory delivered pursuant to AgentSection 5.01(a);
(d) current copies of the Organization Documents of each such Subsidiary, which in its opinion is together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and customary with respect to such the execution and delivery of documents described in this Section 7.12, all certified by the applicable documentation referred Governmental Authority or appropriate officer, as applicable; and
(e) with respect to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted any Subsidiary shall to become a Loan Party hereunder with the same force Borrower or Guarantor hereunder, within three (3) Business Days prior to becoming a Borrower or Guarantor, all “know-your- customer” and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits customer due diligence documentation satisfactory to the Lenders of Holdings’ or to the extent such Restricted Subsidiary’s guaranty or security as reasonably determined information is requested by Lead Borrower and the Administrative Agent or (B) is Excluded Assets or otherwise would not be required with respect the Lenders reasonably promptly after written notice to the Collateral owned by a Loan Party pursuant to the terms Administrative Agent of the Collateral Documentsproposed joinder of a Borrower or Guarantor.
Appears in 1 contract
Sources: Fourth Amendment to Credit Agreement (Ascent Industries Co.)
New Subsidiaries. If any Borrower or Guarantor shall form or acquire any Subsidiary on or after the date hereof, (ia) Within thirty (30) Business Days of the formation of such Borrower or Guarantor shall promptly cause any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to execute and deliver to Agent (A) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, (i) an absolute and unconditional guarantee of payment of any and all present and future Obligations, (ii) with respect a security agreement granting to Agent, for the ratable benefit of Lenders, a first security interest and lien on all of the assets of such Subsidiary (except as otherwise consented to by Agent in writing), (iii) related Uniform Commercial Code Financing Statements (and/or other similar lien registrations), and (iv) such other agreements, documents and instruments as Agent may require, including, but not limited to, supplements and amendments hereto and other loan agreements or instruments evidencing indebtedness of such new Restricted Subsidiaries that are directly owned in whole or in part by a Loan Party, cause such Loan Party to provide Subsidiary to Agent and Lenders, and (b) promptly upon Agent’s request (i) such Borrower or Guarantor shall execute and deliver to Agent in form and substance satisfactory to Agent, a supplement pledge and security agreement granting to the U.S. Security Agreement or the applicable Canadian Security AgreementAgent, as applicable, providing for the ratable benefit of Lenders, a pledge of and lien on all of the issued and outstanding shares of Capital Stock in of such new Restricted Subsidiary owned by Subsidiary, and (ii) such Loan Party Borrower or Guarantor shall deliver to Agent the original stock certificates evidencing such shares of Capital Stock (or, or such other evidence as may be issued in the case of a FSHCO partnership or limited liability company) together with stock powers with respect thereto duly executed in blank (or the equivalent thereof in the case of a partnership or limited liability company); provided, that, (x) any Subsidiary of any Borrower or Guarantor that is not incorporated or formed under the United States of America or a Foreign Subsidiary (political subdivision thereof shall not be required to guaranty or pledge its assets to secure any Obligations other than a Foreign the Obligations of the UK Borrowers and UK Guarantors and (y) to secure the Obligations of US Borrowers and US Guarantors, the pledge of shares of Capital Stock of any Subsidiary of a Loan Party organized Borrower or Guarantor that is not incorporated or formed under the laws United States of Canada (America or any province or territory thereof)) that is a CFC, political subdivision thereof shall not exceed sixty-five percent (65%) percent of all of the total combined voting power issued and outstanding shares of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.
Appears in 1 contract
Sources: Loan and Security Agreement (Catalina Lighting Inc)
New Subsidiaries. (i) Within thirty (30) Business Days of days following the formation ---------------- acquisition or creation of any Restricted SubsidiarySubsidiary other than an MSH Trust, acquisition of a Restricted or the date upon which any previously inactive Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be inactive, cause to be delivered to the Agent for the benefit of the Lenders each of the following:
(a) a Facility Guaranty executed by such Subsidiary substantially in the form of Exhibit K; ---------
(b) an Excluded Subsidiary, Lead Borrower shall notify Agent Intercompany Notes Pledge Agreement of such event andSubsidiary substantially in the form of Exhibit G, promptly thereafter (together with such Uniform --------- Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Subsidiary as "Debtor" and naming the Agent for the benefit of the Lenders as "Secured Party", in any event within 30 days form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to be filed in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Agent for the benefit of the Lenders the Lien on Collateral conferred under such longer period as Agent Security Instrument to the extent such Lien may agree) (i) cause each such new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent be perfected by Uniform Commercial Code filing;
(A) a Joinder Agreement (which Joinder Agreement will specify whether the Pledged Stock of such new Loan Party will be a “Designated Borrower” hereunder) Subsidiary, together with duly executed stock powers or powers of assignment in blank affixed thereto, and (B) if such Collateral shall be owned by a supplemental Guaranty Subsidiary who has not then executed and delivered to the Agent a Stock Pledge Agreement granting a Lien to the Agent in such Collateral, a Stock Pledge Agreement substantially similar in form and content to that executed and delivered by the form Borrower as of the Closing Date, with appropriate revisions as to the identity of the pledgor and securing the obligations of such pledgor under its Facility Guaranty;
(d) a supplement to the appropriate schedule attached hereto to the appropriate Security Instruments listing the additional Collateral, certified as Exhibit Gtrue, correct and complete by the Authorized Representative (provided that the failure to deliver such supplement shall not impair the rights conferred under the Security Instruments in after acquired Collateral);
(e) an opinion of counsel to the Subsidiary dated as of the date of delivery of the Facility Guaranty and other Loan Documents provided for in this Section 9.19 and addressed to the Agent such security documentsand the Lenders, together with appropriate financing statements, reasonably requested by Agent, all ------------ in form and substance reasonably satisfactory acceptable to Agentthe Agent (which opinion may include assumptions and qualifications of similar effect to those contained in the opinions of counsel delivered pursuant to Section 7.1(a)), to the effect that: --------------
(iiA) such Subsidiary is duly organized, validly existing and in good standing in the jurisdiction of its formation, has the requisite power and authority to own its properties and conduct its business as then owned and then conducted and proposed to be conducted, and is duly qualified to transact business and is in good standing as a foreign corporation or partnership in each other jurisdiction in which the character of the properties owned or leased, or the business carried on by it, requires such qualification and the failure to be so qualified could reasonably be likely to result in a Material Adverse Effect;
(B) the execution, delivery and performance of the Facility Guaranty and other Loan Documents described in this Section 9.19 ------------ to which such Subsidiary is a signatory have been duly authorized by all requisite corporate or partnership action (including any required shareholder or partner approval), each of such agreements has been duly executed and delivered and constitutes the valid and binding agreement of such Subsidiary, enforceable against such Subsidiary in accordance with respect its terms, subject to all new Restricted Subsidiaries that are directly owned the effect of any applicable bankruptcy, moratorium, insolvency, reorganization or other similar law affecting the enforceability of creditors' rights generally and to the effect of general principles of equity (whether considered in whole a proceeding at law or in part by a Loan Party, cause such Loan Party to provide to Agent a supplement equity); and
(C) to the U.S. extent required by applicable law, the Uniform Commercial Code financing statements on Form UCC-1 delivered to the Agent by the Subsidiary in connection with the delivery of the Security Agreement or Instruments of such Subsidiary have been duly executed by the applicable Canadian Security AgreementSubsidiary and are in form, as applicable, providing substance and number sufficient for filing in all Uniform Commercial Code filing offices in all jurisdictions in which filing is necessary to perfect in favor of the Agent for the pledge benefit of the Capital Stock in Lenders the Lien on Collateral conferred under such new Restricted Subsidiary owned Security Instruments to the extent such Lien may be perfected by such Loan Party (orUniform Commercial Code filing, in the case of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that possession of the Pledged Stock or Intercompany Notes owned by such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary Subsidiary is required to perfect the Lien of the Agent therein, the Agent has a duly perfected Lien in such pledgeCollateral as in existence as of the date of such opinion;
(f) current copies of the charter documents and bylaws of such Subsidiary, in form minutes of duly called and substance reasonably satisfactory to Agentconducted meetings (or duly effected consent actions) of the Board of Directors or appropriate committees thereof (and, if required by such charter documents, bylaws or by applicable law, of the shareholders) of such Subsidiary authorizing the actions and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain documents described in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral Documents.this Section 9.19; ------------
Appears in 1 contract
New Subsidiaries. (i) Within thirty (30) Business Days of the formation of any Restricted SubsidiaryThe Borrower shall, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiaryits own expense promptly, Lead Borrower shall notify Agent of such event and, promptly thereafter (and in any event within 30 ten (10) Business Days (as such time period may be extended by the Administrative Agent), after the capitalization of or as of the date of the acquisition of any Subsidiary by any Credit Party or the creation of any Subsidiary pursuant to a Plan of Division, or any Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or, within thirty (30) days (as such time period may be extended by the Administrative Agent), after any Foreign Subsidiary becomes a Material Foreign Subsidiary, (A) notify the Administrative Agent of such event in writing (to the extent notice has not already been provided in accordance with Section 5.01(a)(vii)), (B) if such Subsidiary is a Domestic Subsidiary (other than an Excluded Non-Guarantor Entity), cause such Domestic Subsidiary to execute and deliver or otherwise become a party to the Guaranty, the Security Agreement and each other applicable Security Document, in each case in accordance with the terms thereof, and amend the Security Documents as appropriate in light of such event to pledge to the Administrative Agent for the benefit of itself and the Lenders (1) 100% of the Equity Securities of each such Person which becomes a Domestic Subsidiary and (2) 100% of the non-voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) and 65% (or such longer period lesser percentage as Agent may agreeis owned by the Borrower or a Guarantor) of the voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) of each such Person which becomes a Foreign Subsidiary (if (and only if) (ix) such Foreign Subsidiary is a Material Foreign Subsidiary and (y) the Administrative Agent has so requested from the Borrower, then the applicable Equity Securities of such Foreign Subsidiary shall be pledged pursuant to a pledge agreement (or foreign equivalent thereof) governed by the laws of the jurisdiction of formation of such Foreign Subsidiary in form and substance reasonably acceptable to the Administrative Agent) and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (C) deliver (or cause the appropriate Person to deliver) to the Administrative Agent all stock certificates and other instruments constituting Collateral thereunder free and clear of all adverse claims, accompanied by undated stock powers or other instruments of transfer executed in blank (and take such other steps as may be reasonably requested by the Administrative Agent to perfect the Administrative Agent’s first priority Lien in such Collateral consisting of Equity Securities in compliance with any applicable laws of jurisdictions outside of the United States), (D) cause each such document (including each Uniform Commercial Code financing statement and each filing with respect to intellectual property owned by each new Restricted Subsidiary that is not an Excluded Subsidiary to deliver to Agent (ADomestic Subsidiary) a Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Designated Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to deliver to Agent such security documents, together with appropriate financing statements, required by law or reasonably requested by the Administrative Agent or the Administrative Agent to be filed, registered or recorded in order to create in favor of the Administrative Agent, all for the benefit of the Lender Parties, a valid, legal and perfected first-priority security interest in and Lien on the Collateral subject to the Security Documents to be so filed, registered or recorded and evidence thereof delivered to the Administrative Agent, (E) deliver (or cause the appropriate Person to deliver) the Organizational Documents, certificates, resolutions and other documents that would have been required of such Subsidiary if such Subsidiary had been a Guarantor on the Closing Date and (F) if requested by the Administrative Agent, deliver an opinion of counsel in form and substance reasonably satisfactory to Agent, (ii) the Administrative Agent with respect to all each new Restricted Subsidiaries that are directly owned in whole or in part by a Loan PartyGuarantor, cause such Loan Party to provide to Agent a supplement to the U.S. Security Agreement or the applicable Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock Equity Securities of each Subsidiary, and the other matters set forth in this Section 5.01(i). In addition, the Borrower shall, at its own expense promptly, and in any event within ten (10) Business Days (as such new Restricted Subsidiary owned time period may be extended by such Loan Party (orthe Administrative Agent), in after the case formation of a FSHCO or a Foreign Subsidiary (other than a Foreign Subsidiary of a Loan Party organized under the laws of Canada (or any province or territory thereof)) that is a CFC, sixty-five percent (65%) as of the total combined voting power of all classes date of the voting Capital Stock acquisition of such Foreign any Subsidiary or FSHCO and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary or FSHCO, in each case to the extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other applicable personal property or moveable property registries or other documents necessary to perfect such pledge, in form and substance reasonably satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and customary with respect to such execution and delivery of the applicable documentation referred to above. Upon execution and delivery of the Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary shall become a Loan Party hereunder with the same force and effect as if originally named as a Loan Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Loan Party or Lender hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any Loan Party hereunder.
(ii) Notwithstanding anything cause such Subsidiary to become a party to the contrary contained hereinIntercompany Subordination Agreement in accordance with the terms thereof. Notwithstanding the foregoing, neither Holdings nor any Restricted Subsidiary of Holdings the Loan Parties shall not be required to execute and deliver any joinder agreement, Guaranty, Collateral Document provide the Administrative Agent or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the benefits to the Lenders of Holdings’ or such Restricted Subsidiary’s guaranty or security as reasonably determined by Lead Borrower and Agent or (B) is with any Excluded Assets or otherwise would not be required with respect to the Collateral owned by a Loan Party pursuant to the terms of the Collateral DocumentsForeign Credit Support.
Appears in 1 contract