New Subsidiaries. As soon as practicable but in any event within 30 days following the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, 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 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents; (c) upon the request of the Required Lenders, 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 and the Required Lenders, 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 the Required Lenders may elect; and (e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed 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. As soon as practicable but in any event within 30 days following (i) Within thirty (30) Business Days of the acquisition or creation (by Division or otherwise) formation of any Domestic Restricted Subsidiary, acquisition of a Restricted Subsidiary (other than an Excluded Subsidiary), or the at any time any existing Excluded a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, 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 be delivered deliver to the Administrative Agent each of the following, as applicable:
(aA) a joinder agreement reasonably acceptable Joinder Agreement (which Joinder Agreement will specify whether such new Loan Party will be a “Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as Exhibit G, and to the Required Lenders duly executed by deliver to Agent such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantorsecurity documents, together with executed counterparts of each other Loan Document appropriate financing statements, reasonably requested by the Required LendersAgent, including all Security Instruments in form and other documents necessary or substance reasonably requested satisfactory to establish and preserve the Lien of the Administrative Agent in all Collateral of such 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 to be filed such financing statements)Agent, and (ii) pledge agreementsprovide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, control agreementsincluding, Documents to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and original collateral 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.
(including pledged Equity Interests ii) Notwithstanding anything to the contrary contained herein, neither Borrower nor any Subsidiary of any Borrower shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any property held by it if such action (A) for reasons of cost, legal limitations or other than Excluded Equity Interests), Securities matters is unreasonably burdensome in relation to the benefits to the Lenders of such Borrower’s or such Subsidiary’s guaranty or security as reasonably determined by Parent Borrower and Instruments) and such other documents and agreements as may be necessary or reasonably required by the Administrative Agent or (B) is Excluded Property or otherwise would not be required with respect to the Required Lenders all as necessary Collateral owned by a Loan Party pursuant to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Collateral Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrower.
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. As soon as practicable but in any event within Within 30 days following Business Days after the date of the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), by the Borrower or a Subsidiary of the time any existing Excluded Borrower or in the case of a Minority ASC Entity or Non-Wholly Owned ASC Subsidiary ceases to be an Excluded which becomes a Wholly-Owned Subsidiary, such Person will 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 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 Lenders each of the Administrative Agent for following:
(i) in the benefit case of a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, a joinder to the Secured Parties Guarantee and Collateral Agreement;
(ii) in the case of a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, if such Subsidiary is a corporation, a limited liability company or a partnership that has issued certificates evidencing ownership of interests therein, the capital stock or, if applicable, certificates of ownership of such limited liability company or partnership, as the case may be, of such Person pertaining thereto, together with duly executed stock powers or powers of assignment in blank affixed thereto;
(iii) in the case of a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, if such Subsidiary is a limited liability company or a partnership not described in clause (ii) immediately above, an acknowledgment of security interest of such limited liability company or partnership, 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 satisfactory to the Agent;
(iv) a supplement to the appropriate schedules attached to the Collateral Documents to reflect the acquisition by the Borrower or, a Subsidiary (other than a Non-Wholly-Owned ASC Subsidiary) of the Borrower, of such Subsidiary, certified as true, correct and complete by the Authorized Officer of the relevant Credit Party (provided that the failure to deliver such supplement shall not impair the rights conferred under such Security Instrument the Collateral Documents in after acquired Collateral and Pledged Collateral);
(v) to the extent such Lien may be perfected requested by Uniform Commercial Code filing (and Agent in its reasonable discretion, an opinion or opinions of counsel to the Borrower Agent shall file or cause to be filed and such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests Subsidiary (other than Excluded Equity Interestsa Non-Wholly-Owned ASC Subsidiary), Securities and Instruments) and such other documents and agreements dated as may be necessary or reasonably required by the Administrative Agent or the Required Lenders 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 the terms of the Loan Documents;
(c) upon the request date of delivery of any of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary documents provided in the foregoing clause (i) and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, each of (which opinions opinion may be in form and substance, including include assumptions and qualifications contained therein, substantially of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.01(a5.1.7), to the effect that:
(A) such Subsidiary is duly organized, validly existing and 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 conducted and is duly qualified to transact business and is in good standing in each jurisdiction listed on the schedule attached to such opinion;
(dB) the execution, delivery and performance of the Guarantee and Collateral 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 in the Pledged Collateral and the Collateral, as the case may be;
(vi) in the case of any Non-Wholly Owned ASC Subsidiary or Minority ASC Entity that has issued certificates evidencing ownership of interests therein, the capital stock or, if applicable, certificates of ownership of such limited liability company or partnership, as the case may be, of such Person owned by the Borrower or any Subsidiary of the Borrower pertaining thereto, together with duly executed stock powers or powers of assignment in blank affixed thereto;
(vii) current copies of the Organization Documents charter documents, including, limited liability agreements and certificates of each formation, partnership agreements and certificates of limited partnership, if applicable, and bylaws of such Domestic Subsidiary, together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, members, partners, or appropriate committees thereof (and, if required by such Organization Documents charter documents, bylaws or by applicable lawlaws, of the shareholders, members or partners) of such Person Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified 7.1.12 and evidence satisfactory to the Agent (confirmation of the receipt of which will be provided by the applicable Governmental Authority or appropriate officer Agent to the Lenders) that such Subsidiary is Solvent as of such date and after giving effect to the Required Lenders may elect; and
(e) with respect to execution of any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lenders), all information and documentation reasonably requested documents required by clause (and results satisfactory toi) Administrative Agent and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or 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 the proposed joinder of a Borrowerabove.
Appears in 3 contracts
Sources: Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc), Credit Agreement (Novamed Inc)
New Subsidiaries. As soon as practicable but in any event within 30 days following the acquisition or creation (by Division or otherwisea) of any Domestic Any new Subsidiary (other than an permitted Excluded Subsidiary), 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 time any existing Excluded fifteenth (15th) Business Day after the end of the fiscal quarter in which such Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered was created or acquired. A Subsidiary shall become a Borrower by (x) signing a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent each of providing that such Subsidiary shall become a Borrower hereunder, and (y) providing such other documentation as the followingAdministrative Agent may reasonably request, as applicable:
including, without limitation, (ai) a joinder agreement reasonably acceptable KYC Requirement Information with respect to such new Subsidiary, (ii) applicable documentation with respect to the Required Lenders duly executed by conditions specified in Section 4.01(a), clauses (i) through (iv), (iii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect with respect to such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantornew Subsidiary, together with executed counterparts insurance binders or other satisfactory certificates of each insurance, (iv) the results of UCC searches with respect to such new Subsidiary indicating no Liens other Loan Document reasonably requested by the Required Lenders, including all Security Instruments than Permitted Liens and other documents necessary or reasonably requested otherwise in form and substance satisfactory to establish and preserve the Lien of the Administrative Agent in all Collateral of such 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 to be filed such financing statements)Agent, and (iiv) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of in-house counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the LendersParent, in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required LendersAgent, 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 the Required Lenders may elect; and
(e) with respect to any (x) each such new Subsidiary to become a Borrower hereunderthat is organized under California, within three Delaware and/or New York law, and (3y) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lenders)such joinder agreement and related documentation. In such event, 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 other applicable anti-money laundering laws to the extent such information is requested by the Administrative Agent is hereby authorized by the parties to amend Schedule 1 to include such new Subsidiary and the KYC Requirement Information in respect thereof.
(b) The Parent shall at all times directly or the Lenders reasonably promptly after written notice to the Administrative Agent indirectly through a Subsidiary own all of the proposed joinder Equity Interests of a Borrowereach 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. As soon as practicable but in any event within 30 days following (i) Within thirty (30) Business Days of the acquisition or creation (by Division or otherwise) formation of any Domestic Restricted Subsidiary, acquisition of a Restricted Subsidiary (other than an Excluded Subsidiary), or the at any time any existing Excluded 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 delivered 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 Administrative Agent each of U.S. Security Agreement or the followingapplicable Canadian Security Agreement, as applicable:
, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by such Loan Party (aor, 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 joinder agreement reasonably acceptable 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 Required Lenders duly executed extent that such Capital Stock does not constitute Excluded Assets), as shall be requested by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor, Agent together with executed counterparts of each appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other Loan Document reasonably requested by the Required Lenders, including all Security Instruments and applicable personal property or moveable property registries or other documents necessary or reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lenderspledge, in form and substance reasonably acceptable satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the Administrative Agent and the Required Lendersextent requested by Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those one or more opinions of counsel delivered pursuant reasonably satisfactory to Section 5.01(a);
(d) current copies of the Organization Documents of each Agent, which in its opinion is appropriate and customary with respect to 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 documentation referred to above. Upon execution and delivery of the Required Lenders may elect; and
(e) with respect to any Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary to shall become a Borrower hereunder, within three (3) Business Days prior to becoming Loan Party hereunder with the same force and effect as if originally named as a Borrower (which 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 Required Lenders)addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, all information neither Holdings nor any Restricted Subsidiary of Holdings shall be required to execute 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 Actdeliver any joinder agreement, the Beneficial Ownership Regulation Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other applicable anti-money laundering laws property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the extent benefits to the Lenders of Holdings’ or such information is requested Restricted Subsidiary’s guaranty or security as reasonably determined by the Administrative Lead Borrower and Agent or the Lenders reasonably promptly after written notice (B) is Excluded Assets or otherwise would not be required with respect to the Administrative Agent Collateral owned by a Loan Party pursuant to the terms of the proposed joinder of a BorrowerCollateral 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 Upon any Person becoming an Eligible Subsidiary of Borrower after the date hereof, Borrower shall cause such Eligible Subsidiary to deliver to Lender within 15 days of such event within 30 days following the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable:following items (if not previously delivered to Lender):
(a) a joinder an accession agreement reasonably acceptable in the form of Annex I to the Required Lenders Guaranty 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 Domestic Eligible Subsidiary;
(ib) Uniform Commercial Code financing statements naming the articles of incorporation, articles of organization, certificate of limited partnership or other comparable organizational instrument (if any) of such Person Eligible Subsidiary certified as “Debtor” and naming of a recent date by the Administrative Agent for the benefit Secretary of State 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 State of the Administrative Agent for the benefit formation 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan DocumentsEligible Subsidiary;
(c) upon a Certificate of Good Standing or certificate of similar meaning with respect to such Eligible Subsidiary issued as of a recent date by the request Secretary of State of the Required Lenders, an opinion State of counsel to each formation of such Domestic Eligible Subsidiary and addressed certificates of qualification to the Administrative Agent transact business or other comparable certificates issued by each Secretary of State (and the Lendersany state department of taxation, as applicable) of each state in form and substance reasonably acceptable which such Eligible Subsidiary is required to the Administrative Agent and the Required Lenders, 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)so qualified;
(d) current copies a certificate of incumbency signed by the Organization Documents of each such Domestic Subsidiary, together with minutes of duly called and conducted meetings Secretary or Assistant Secretary (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 partnersother individual performing similar functions) of such Person authorizing Eligible Subsidiary with respect to each of the actions officers of such Eligible Subsidiary authorized to execute and deliver the execution and delivery of documents described in this Section 7.12, all Loan Documents to which such Guarantor is a party;
(e) copies certified by the applicable Governmental Authority Secretary or appropriate officer Assistant Secretary of such Eligible Subsidiary (or other individual performing similar functions) of (i) the by-laws of such Eligible Subsidiary, if a corporation, the operating agreement, if a limited liability company, the partnership agreement, if a limited or general partnership, or other comparable document in the case of any other form of legal entity and (ii) all corporate, partnership, member or other necessary action taken by such Eligible Subsidiary to authorize the execution, delivery and performance of the Loan Documents to which it is a party;
(f) an opinion of legal counsel to such Eligible Subsidiary, regarding the due formation and good standing of such Subsidiary, the enforceability of the Loan Documents to which it is a party, and such other matters as the Required Lenders may electLender shall request; and
(eg) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lenders), all information such other documents and documentation instruments as Lender may 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 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 the proposed joinder of a Borrowerrequest.
Appears in 3 contracts
Sources: Revolving Credit Agreement (Amreit), Revolving Credit Agreement (Amreit), Revolving Credit Agreement (Amreit)
New Subsidiaries. As soon as practicable but The Borrower shall, at its own expense, promptly, and in any event within 30 days following ten (10) Business Days after the formation or acquisition or creation (by Division or otherwise) of any Domestic new direct or indirect Subsidiary of the Borrower after the date hereof (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to i) notify the Administrative Agent each of such event, (ii) amend the following, Security Documents as applicable:
(a) a joinder agreement reasonably acceptable appropriate in light of such event to pledge 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 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,” 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 formblank, (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 Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and number sufficient security agreement in form and substance satisfactory to be filed in all the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing offices and with respect to intellectual property owned by each such Person that 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 all jurisdictions in which filing is necessary order to perfect create in favor of the Administrative Collateral Agent for the benefit of the Secured Parties the Lien Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral conferred under such Security Instrument subject to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause Security Documents to be filed so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such financing statementsproperty is not material to the business of such Subsidiary), and (iivii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, deliver an opinion of counsel to each such Domestic Subsidiary in form and addressed substance satisfactory to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require each such Person and the consent of 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 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 the proposed joinder of a Borrowermatters 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. As soon as practicable but in With respect to any event within 30 days following the acquisition or creation (by Division or otherwise) of any Domestic new Subsidiary (other than an Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary)) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the time Effective Date by the Borrower or any of its Restricted Subsidiaries (which, for the purposes of this paragraph, shall include any existing Excluded Restricted Subsidiary that ceases to be an Excluded Unrestricted Subsidiary, an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause to be delivered each of its Restricted Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement reasonably acceptable such amendments 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 Guarantee and other documents necessary or reasonably requested to establish and preserve the Lien of Collateral Agreement as the Administrative Agent in all Collateral of such Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming reasonably deems necessary to grant to the Administrative Agent Agent, for the benefit of the Secured Parties 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 “Secured Party,” in formapplicable, substance and number sufficient (ii) deliver 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 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 such new Restricted 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 the Lien on Parties, a perfected first priority security interest in the Collateral conferred under described in the Guarantee and Collateral Agreement with respect to such Security Instrument to new Restricted Subsidiary (but no security interest shall be granted in any real property), including the extent such Lien may be perfected by filing of Uniform Commercial Code filing (and the Borrower Agent shall file or cause to be filed financing statements in such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements jurisdictions as reasonably may be necessary or reasonably required by the Administrative Agent Guarantee and Collateral Agreement or the Required Lenders all by law or as necessary to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 and (C) to deliver to the Administrative Agent a closing certificate of such new Restricted Subsidiary, which certificate shall be in the proposed joinder of a Borrowerform and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 3 contracts
Sources: Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp)
New Subsidiaries. As soon as practicable but The Borrowers shall, at their own expense, promptly, and in any event within 30 days following ten (10) Business Days after the formation or acquisition or creation (by Division or otherwise) of any Domestic new direct or indirect Subsidiary of a Borrower after the date hereof (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to i) notify 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 Domestic Subsidiary;
event, (iii) Uniform Commercial Code financing statements naming amend the Security Documents as appropriate in light of such Person as “Debtor” and naming event to pledge to the Administrative Agent for the benefit of itself and the Secured Parties as “Secured Party,” 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 formblank, (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 Person that becomes a direct or indirect Domestic Subsidiary after the date hereof to execute a pledge and number sufficient security agreement in form and substance satisfactory to be filed in all the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing offices and with respect to intellectual property owned by each such Person that becomes a direct or indirect Subsidiary of a Borrower after the date hereof) required by law or reasonably requested by the Administrative Agent to be filed, registered or recorded in all jurisdictions in which filing is necessary order to perfect create in favor of the Administrative Agent for the benefit of the Secured Parties the Lien Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral conferred under such Security Instrument subject to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause Security Documents to be filed such financing statements)so filed, registered or recorded and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed evidence thereof delivered to the Administrative Agent and the Lenders, (vii) deliver an opinion of counsel in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require each such Person and the consent of 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 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 the proposed joinder of a Borrowermatters set forth in this section.
Appears in 2 contracts
Sources: Credit Agreement (Sands Regent), Credit Agreement (Sands Regent)
New Subsidiaries. As soon as practicable but in any event within 30 days following Simultaneously with the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, 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 Domestic Subsidiary;
(i) a Guaranty executed by such Subsidiary substantially in the form of Exhibit D;
(ii) 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 Person Subsidiary as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties Lenders as “Secured Party,” ”, 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 and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties Lenders the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing filing;
(and iii) an amendment to the Borrower Agent shall file Pledge Agreement which results in all of the stock or cause other ownership interests of the Subsidiary to be filed such financing statements), subject to the Pledge Agreement and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (further deliver to the Agent all certificates of stock or other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements ownership interests as Agent may be necessary or reasonably required by the Administrative require in order for Agent or the Required Lenders all as necessary to establish and maintain perfect a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documentsstock or ownership interests;
(civ) upon the request of the Required Lendersif requested by Agent, an opinion of counsel to each such Domestic the 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 Administrative Agent and the Lenders, in form and substance reasonably acceptable as to the Administrative Agent due execution delivery and enforceability of the Guaranty and the Required Lenders, each of which opinions may be in form Subsidiary Security Agreement and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a)such other matters as reasonably required by the Agent;
(dv) current copies of the Organization Documents organizational 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 organizational documents, operating documents or applicable law, of the shareholders, members or partners) of such Person Subsidiary 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lenders7.01(g), 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 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 the proposed joinder of a Borrower.
Appears in 2 contracts
Sources: Credit Agreement, Credit Agreement (QC Holdings, Inc.)
New Subsidiaries. As soon as practicable but in any event within 30 days following At the acquisition or creation (by Division or otherwise) time of the formation of any Domestic Subsidiary (other than an Excluded Subsidiaryof any Credit Party or acquisition of a Subsidiary of any Credit Party pursuant to Section 6.1(a), Credit Parties, or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the followingthem, as applicable:
appropriate, shall (a) cause each such new United States domestic Subsidiary to join this Agreement by providing to Agent a joinder agreement reasonably acceptable 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 supplement to the Required Lenders duly executed by Guaranty, a supplement to the Security Agreement, a supplement to the Pledge Agreement, and such Domestic Subsidiary sufficient other security documents (including, without limitation, any mortgage, deed to cause secure debt or deed of trust where such Subsidiary to become a Guarantorowns real property) requested by Agent in its discretion, together with executed counterparts appropriate UCC-1 financing statements, all in form and substance satisfactory to Agent and subject to Permitted Encumbrances, (c) with respect to all new Subsidiaries that are owned in whole or in part by a Credit Party, provide to Agent a supplement to the Pledge Agreement or such other Pledge Agreements, in each case, providing for the pledge (subject to Permitted Encumbrances) of each other Loan Document reasonably the direct and beneficial interests in such new Subsidiary (or, in the case of the pledge of a direct Foreign Subsidiary, 65% of all of the Stock of such Subsidiary) as shall be requested by Agent, together with appropriate certificates and powers or financing statements under the Required Lenders, including all Security Instruments and Uniform Commercial Code or other applicable personal property or movable property registries or other documents necessary or reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lenderspledge, in form and substance reasonably acceptable satisfactory to Agent; provided, that no such pledge shall be required with respect to the Administrative 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 (d) provide to Agent and the Required Lenders, each of which opinions may be in form and substanceall other documentation, including assumptions and qualifications contained therein, substantially similar to those one or more opinions of counsel delivered pursuant satisfactory to Section 5.01(a);
(d) current copies of the Organization Documents of each Agent, which in its opinion is appropriate with respect to 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 formation and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Required Lenders may elect; and
(e) with respect documentation referred to any above. Upon execution and delivery of a Credit Agreement Joinder Agreement by each new United States domestic Subsidiary, such Subsidiary to shall become a Borrower hereunder, within three (3) Business Days prior to becoming Credit Party hereunder with the same force and effect as if originally named as a Borrower (which Credit Party herein. The execution and delivery of any Credit Agreement Joinder Agreement shall not require the consent of any Credit Party or Lender hereunder. The rights and obligations of each Credit Party hereunder shall remain in full force and effect notwithstanding the Required Lenders)addition of any Credit Party hereunder. Any document, all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender agreement or instrument executed or issued pursuant to this Section 5.13 shall be a “Loan Document” for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or 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 the proposed joinder of a Borrowerthis Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Blount International Inc), Credit Agreement (Blount International Inc)
New Subsidiaries. As soon as practicable but in any event within 30 days following (a) Within 10 Business Days after (i) the acquisition or date of the creation (by Division or otherwise) of any new Material Domestic Subsidiary of the Company, (other than an Excluded ii) the date that any Subsidiary of the Company that was not a Material Domestic Subsidiary becomes a Material Domestic Subsidiary), or (iii) the time purchase permitted by this Agreement by the Company or any existing Excluded of its Subsidiaries of the capital stock of any Person, which purchase results in such Person becoming a Material Domestic Subsidiary ceases to be an Excluded Subsidiaryof the Company, the Company shall, in each case, cause (A) such Material Domestic Subsidiary to be delivered execute and deliver to the Administrative Agent (with sufficient originals for each applicable Lender) any or all 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 following documents requested by the Required LendersAdministrative Agent: a Guaranty to guaranty the Obligations and a Security Agreement, including all a Pledge Agreement (if such new 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 Instruments and other documents necessary or reasonably requested to establish and preserve the Lien of Documents as the Administrative Agent may reasonably request, in all Collateral 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 Domestic Subsidiary;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 Obligations and deliver 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.
(b) Within 10 Business Days after (i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent for the benefit date 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 creation of any new Mexican Subsidiary that 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 a Material Subsidiary or cause to be filed such financing statements), and (ii) pledge agreementsthe purchase of a Person by a Mexican Subsidiary, control agreementswhich purchase results in such Person becoming a Mexican Subsidiary that is a Material Subsidiary, Documents the Company shall, in each case, cause (A) such Mexican Subsidiary to execute and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed deliver to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, (with sufficient originals for 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);
(dapplicable Lender) current copies any or all 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 following documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 other applicable anti-money laundering laws to the extent such information is requested by the Administrative Agent or any Lender: a Guaranty to guaranty the Lenders reasonably promptly after written notice to 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 proposed joinder creation of any new Material Subsidiary that is a Foreign Subsidiary (other than a Mexican Subsidiary) or (ii) the purchase of a BorrowerPerson by the Company or any of its Subsidiaries of a Foreign Subsidiary that is a Material Subsidiary, the Company shall, in each case to the extent permitted by applicable foreign law, cause the stockholder of such new Subsidiary to execute a Pledge Agreement pledging 66% of its interests in the capital stock or other equity interests of such new Subsidiary to secure the other Foreign Subsidiaries' Obligations and 66% of its interests in such capital stock or other equity interests to secure the Company and its Domestic Subsidiaries' Obligations and in all cases 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.
Appears in 2 contracts
Sources: Credit Agreement (Global Industries LTD), Credit Agreement (Global Industries LTD)
New Subsidiaries. As soon as practicable but in The Borrower shall not, directly or indirectly, organize, create, acquire or permit to exist any event within 30 days following the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded 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) is formed to effect, or is acquired in, a Permitted Acquisition or (ii) is formed as a Permitted Subsidiary Formation, in which case within ten (10) days after such formation or acquisition, the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicableBorrower shall:
(a) a joinder agreement reasonably acceptable pledge the Capital Stock of such additional Subsidiary (if domestic) 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 Domestic SubsidiaryAgent;
(ib) Uniform Commercial Code 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 naming such Person (as “Debtor” and naming furnished by the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” Agent) in form, substance and number sufficient to be filed in all Uniform Commercial Code filing offices and in all jurisdictions any jurisdiction in which such filing is necessary to perfect the Agent’s Liens 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 to be filed such financing statements)Capital Stock, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and deliver such other documents and agreements items as may be necessary or are reasonably required requested by the Administrative Agent or the Required Lenders all as necessary to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent connection with the terms foregoing pledge, including resolutions, incumbency and officers’ certificates, opinions of the Loan Documentscounsel, search reports and other certificates and documents;
(c) upon the request cause such domestic Subsidiary (if domestic) to furnish each of the Required Lendersfollowing to the Agent:
(i) a Subsidiary Guaranty, or if such documents already exist, a duly executed notice and assumption agreement in form and substance acceptable to Agent, pursuant to which such Subsidiary becomes a party to the Subsidiary Guaranty (an “Additional Guarantor Assumption Agreement”);
(ii) (A) 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 (the “Additional Guarantor Accession Date”) by the Secretary or an Assistant Secretary (or other appropriate officer) of such Subsidiary; (B) a certificate of the 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 and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (C) copies of the articles or certificate of incorporation and bylaws (or other applicable organizational documents) of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary as of the Additional Guarantor Accession Date; and (D) an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the LendersLender, in form and substance reasonably acceptable to Agent; and
(iii) (A) such amendments to the Administrative schedules to any Loan Documents as shall be required in connection with the accession of such Subsidiary thereto; and (B) authorization to pre-file UCC-1 financing statements in any jurisdiction in which such filing is necessary for Agent to perfect its liens in the personal property assets of such Subsidiary and in which the Required Lenders, each of which opinions may Agent shall request that such filing 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);made; and
(d) current copies of have executed and delivered to the Organization Documents of each Agent 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 other items as the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lenders), all information and documentation reasonably requested by (the Agent in connection with the foregoing, including officers’ certificates, search reports and results satisfactory to) Administrative Agent other certificates and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or 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 the proposed joinder of a Borrowerdocuments.
Appears in 2 contracts
Sources: Credit Agreement (Spansion Inc.), Credit Agreement (Advanced Micro Devices Inc)
New Subsidiaries. As soon as practicable but The Borrowers shall, at their own expense promptly, and in any event (x) within 30 days following ten (10) Business Days after the formation or acquisition or creation (by Division or otherwise) of any Domestic Subsidiary or any Foreign 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 dissolved): (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) cause each Domestic Subsidiary and each other Loan Party (other than an Excluded a Foreign Subsidiary), or as applicable, to become a party to the time any existing Excluded Subsidiary ceases to be an Excluded SubsidiaryGuaranty, cause to be delivered to 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 each of and amend the following, Security Documents 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 appropriate in all Collateral light of such Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming event to pledge to the Administrative Agent for the benefit of itself and the Secured Parties 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% 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 “Secured Party,” a result of any change in formthe tax laws of the United States of America after the date of this Agreement, substance the pledge by any Loan Party of any additional Equity Securities in any such Foreign Subsidiary to the Administrative Agent, on behalf of itself and number sufficient 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 laws, all such additional Equity Securities shall be so pledged under the Security Documents) 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 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 blank (and take such other steps as may be filed requested by the Administrative Agent to perfect the Administrative Agent’s first priority Lien in all 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 offices and 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 all jurisdictions in which filing is necessary order to perfect create in favor of the Administrative Agent for the benefit of the Secured Parties the Lien Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral conferred under such Security Instrument subject to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause Security Documents to be filed such financing statements)so filed, registered or recorded and (ii) pledge agreements, control agreements, Documents and original collateral (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 evidence thereof delivered to the Administrative Agent or the Required Lenders all as necessary to establish and maintain a validAgent, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(cE) upon the request of the Required Lenders, deliver an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required Lenders, with respect to 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 new Domestic Subsidiary, together with minutes of duly called and conducted meetings (or duly effected consent actions) and/or the pledge of the Board Equity Securities 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 each Domestic Subsidiary and Foreign Subsidiary and the execution and delivery of documents described matters set forth in this Section 7.12and (F) deliver to the Administrative Agent the same organization documents, all certified by the applicable Governmental Authority or appropriate officer as the Required Lenders may elect; and
resolutions, certificates, lien searches and other matters set forth in Schedule 3.01(b) and (e) with respect to any such New Subsidiary as required to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lenders), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance be delivered with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws respect to the extent such information is requested by Borrowers on the date hereof, in form and substance satisfactory to Administrative Agent or the Lenders reasonably promptly after written notice to the Administrative Agent of the proposed joinder of a BorrowerAgent.
Appears in 2 contracts
Sources: Credit Agreement (American Commercial Lines Inc.), Credit Agreement (American Commercial Lines Inc.)
New Subsidiaries. As soon as practicable but in With respect to any event within 30 days following the acquisition or creation (by Division or otherwise) of any Domestic new Subsidiary (other than an Excluded Foreign Subsidiary or an Immaterial Subsidiary)) created or acquired after the Effective Date by the Borrower or any of its Subsidiaries (which, or for the time purposes of this paragraph, shall include any existing Excluded Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause to be delivered each of its Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement reasonably acceptable such amendments 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 Guarantee and other documents necessary or reasonably requested to establish and preserve the Lien of Collateral Agreement as the Administrative Agent in all Collateral of such Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming reasonably deems necessary to grant to the Administrative Agent Agent, for the benefit of the Secured Parties 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 Subsidiaries, as “Secured Party,” in formapplicable, substance and number sufficient (ii) deliver 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 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 the Lien on Parties, a perfected first priority security interest in the Collateral conferred under described in the Guarantee and Collateral Agreement with respect to such Security Instrument to new Subsidiary (but no security interest shall be granted n any real property that does not constitute Material Real Property), including the extent such Lien may be perfected by filing of Uniform Commercial Code filing (and the Borrower Agent shall file or cause to be filed financing statements in such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements jurisdictions as reasonably may be necessary or reasonably required by the Administrative Agent Guarantee and Collateral Agreement or the Required Lenders all by law or as necessary to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 and (C) to deliver to the Administrative Agent a closing certificate of such new Subsidiary, which certificate shall be in the proposed joinder of a Borrowerform and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp)
New Subsidiaries. As soon as practicable but in any event within 30 days Business Days (or such longer period as the Administrative Agent shall agree, in its discretion) following the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement reasonably acceptable to the Required Lenders Administrative Agent duly executed by such Domestic 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 Required LendersAdministrative Agent, 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 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 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 (and the Borrower Agent shall file or cause to be filed such financing statements)filing, and (ii) pledge agreements, control agreements, Documents and original collateral (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 Agent, 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 the terms of the Loan Documents;
(c) upon the request of the Required LendersAdministrative Agent, an opinion of counsel to each the Loan Parties and their Subsidiaries (including, without limitation, such Domestic Subsidiary Subsidiary) and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required LendersAgent, 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 officer, as the Required Lenders may electapplicable; 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 (which shall require the consent of the Required Lenders)or Guarantor, all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance with applicable “know your know-your-customer” requirements under and customer due diligence documentation satisfactory to the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws 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 BorrowerBorrower or Guarantor.
Appears in 2 contracts
Sources: Credit Agreement (Lifecore Biomedical, Inc. \De\), Credit Agreement (Lifecore Biomedical, Inc. \De\)
New Subsidiaries. As soon as practicable but in With respect to any event within 30 days following the acquisition or creation (by Division or otherwise) of any Domestic new Subsidiary (other than an Excluded Foreign Subsidiary or an Immaterial Subsidiary)) created or acquired (including, without limitation, upon the creation or acquisition of any Subsidiary that is a Division Successor) after the time Effective Date by the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph, shall include any existing Excluded Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause to be delivered each of its Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement reasonably acceptable such amendments 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 Guarantee and other documents necessary or reasonably requested to establish and preserve the Lien of Collateral Agreement as the Administrative Agent in all Collateral of such Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming reasonably deems necessary to grant to the Administrative Agent Agent, for the benefit of the Secured Parties 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 Subsidiaries, as “Secured Party,” in formapplicable, substance and number sufficient (ii) deliver 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 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 the Lien on Parties, a perfected first priority security interest in the Collateral conferred under described in the Guarantee and Collateral Agreement with respect to such Security Instrument to new Subsidiary (but no security interest shall be granted in any real property), including the extent such Lien may be perfected by filing of Uniform Commercial Code filing (and the Borrower Agent shall file or cause to be filed financing statements in such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements jurisdictions as reasonably may be necessary or reasonably required by the Administrative Agent Guarantee and Collateral Agreement or the Required Lenders all by law or as necessary to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 and (C) to deliver to the Administrative Agent a closing certificate of such new Subsidiary, which certificate shall be in the proposed joinder of a Borrowerform and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp)
New Subsidiaries. As soon as practicable but in any event within 30 days following New Issuances of Capital Stock. ------------------------------------------------ Contemporaneously with the creation or acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary)of the Borrower after the Closing Date, or the time any existing Excluded Subsidiary ceases to be an Excluded SubsidiaryBorrower shall, and shall cause to be delivered to the Administrative Agent each of the following, as applicableits Subsidiaries to:
(a) a joinder agreement reasonably acceptable grant or cause to be granted to the Required Lenders duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a GuarantorAdministrative Agent, 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 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lenders, a perfected, first priority security interest in form and substance reasonably acceptable all capital stock or other ownership interests in or indebtedness of such Subsidiary owned by the Borrower or any 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 Required Lenders, each creation 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(aa Lien thereon is not prohibited by Applicable Law);
(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 the Required Lenders may elect; and
(eb) with respect to any cause each such Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require guarantee the consent payment and performance of the Required Lenders)Obligations by executing and delivering to the Administrative Agent an appropriate Guaranty. Contemporaneously with the issuance of any additional capital stock of any of the Subsidiaries of the Borrower after the Closing Date, all information the Borrower shall, and documentation reasonably requested by shall cause each of its Subsidiaries and other appropriate Persons (and results satisfactory as applicable) to) , grant or cause to be granted to the Administrative Agent, for the benefit of the Administrative Agent and each Lender for purposes the Lenders, a perfected, first priority security interest in all capital stock or other ownership interests in such Subsidiary owned by any shareholder of compliance with applicable “know your customer” requirements under any Subsidiary of the PATRIOT ActBorrower, the Beneficial Ownership Regulation Borrower or other applicable anti-money laundering laws any Subsidiary of the Borrower (to the extent such information is requested by capital stock or other ownership interests are already not so pledged to the Administrative Agent). The Borrower covenants that none of the 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 restrictions under Applicable Laws and such restrictions, if any, as may be reasonably acceptable to the Administrative Agent. In connection with and in addition to the foregoing, the 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 may reasonably request in order for it to obtain and maintain the Lenders reasonably promptly after written notice perfected, first priority Liens to the Administrative Agent of the proposed joinder of a Borrower.be granted in accordance with this Section 7.3. -----------
Appears in 2 contracts
Sources: Credit Agreement (Imperial Financial Group Inc), Credit Agreement (Imperial Financial Group Inc)
New Subsidiaries. As soon as practicable but (a) If, at any time after the Effective Date, the Borrower or any other Group Entity creates or acquires a Subsidiary, the Borrower shall promptly notify the Agent and in any event within 30 five (5) days, and if the Borrower so requests, shall within thirty (30) days following (or such longer period of time as is reasonably required, provided that the acquisition or creation (by Division or otherwiseBorrower is diligently endeavouring to satisfy its obligations under this Section) of any Domestic Subsidiary (other than an Excluded Subsidiary), the creation or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, 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 acquisition of such Domestic Subsidiary;:
(i) Uniform Commercial Code financing statements naming cause such Person as “Debtor” new Subsidiary to (i) execute and naming deliver to the Administrative Agent a guarantee of the Obligations, (ii) provide security to the Agent for the benefit of the Secured Lenders over all of its assets as required of all Loan Parties as “Secured Party,” and described in formSection 5.01, substance and number sufficient (iii) to be filed in take all Uniform Commercial Code filing offices and in all jurisdictions in which filing is actions necessary or desirable to perfect in favor of grant to 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral the collateral described in which such Domestic Subsidiary has an interest consistent with security documentation, subject only to Permitted Encumbrances, including the terms filing, registration or recording of notices in such jurisdictions as may be required or as may be requested by the Loan DocumentsAgent;
(cii) upon execute and deliver to the request Agent for the benefit of the Required LendersLenders such agreements, an opinion 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 counsel such new Subsidiary, subject only to each such Domestic Subsidiary and addressed Permitted Encumbrances;
(iii) deliver to the Administrative Agent all certificates representing such Equity Interests, together with powers of attorney to transfer the Equity Interests, in blank, executed by a duly authorized officer of the relevant Loan Party;
(iv) deliver to the Agent a secretary's certificate of such Subsidiary, with charter documents, by-laws and appropriate resolutions attached; and
(v) deliver to the LendersAgent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably acceptable and from counsel satisfactory to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a BorrowerAgent.
Appears in 2 contracts
Sources: Credit Agreement (McEwen Mining Inc.), Credit Agreement (McEwen Mining Inc.)
New Subsidiaries. As soon as practicable but (a) 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, Borrowers shall notify Agent of such event and, promptly thereafter (and in any event within 30 days following 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 Credit Party will be a “Borrower” hereunder) and (B) a supplemental Guaranty in the acquisition form attached hereto as Exhibit 1.1(a), and to deliver to Agent such security documents 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 creation in part by a U.S. Credit Party or a Canadian Credit Party, cause such Credit Party to provide to Agent a supplement to the U.S. Security Agreement or the Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by it (by Division or otherwise) or, in the case of any Domestic a Foreign Subsidiary (other than an Excluded Subsidiarya Foreign Subsidiary of a Credit Party organized under the laws of Canada (or any province or territory thereof) that is not a Specified Entity), sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary, in each case to the extent that such Capital Stock does not constitute Excluded Property or Excluded Principal Property), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the Code or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the followingPPSA, 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 or other Loan Document reasonably requested by the Required Lenders, including all Security Instruments and applicable personal property or moveable property registries or other documents necessary or reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lenderspledge, in form and substance reasonably acceptable satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the Administrative Agent and the Required Lendersextent requested by Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those one or more opinions of counsel delivered pursuant reasonably satisfactory to Section 5.01(a);
(d) current copies of the Organization Documents of each Agent, which in its opinion is appropriate and customary with respect to 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 documentation referred to above. Upon execution and delivery of the Required Lenders may elect; and
(e) with respect to any Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary to shall become a Borrower hereunder, within three (3) Business Days prior to becoming Credit Party hereunder with the same force and effect as if originally named as a Borrower (which Credit Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Credit Party or Lender hereunder. The rights and obligations of each Credit Party hereunder shall remain in full force and effect notwithstanding the Required Lenders)addition of any Credit Party hereunder. For the avoidance of doubt and notwithstanding anything herein or in any other Loan Document to the contrary, all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes 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 compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation a U.S. Borrower or other applicable anti-money laundering laws U.S. Credit Party or of any “United States person” as defined in section 7701(a)(30) of the IRC.
(b) Notwithstanding anything to the extent contrary contained herein, neither Borrower nor any Subsidiary of 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 information action (A) is requested restricted or prohibited by general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar principles, (B) is not within the Administrative 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 such Borrower’s or such Subsidiary’s guaranty or security as reasonably determined by Parent Borrower and Agent or the Lenders reasonably promptly after written notice (D) is Excluded Property or Excluded Principal Property or otherwise would not be required with respect to the Administrative Agent Collateral owned by a Credit Party pursuant to the terms of the proposed joinder of a BorrowerCollateral Documents.
Appears in 2 contracts
Sources: Revolving Loan Credit Agreement (XPO Logistics, Inc.), Revolving Loan Credit Agreement (XPO Logistics, Inc.)
New Subsidiaries. As soon as practicable but in any event within 30 days Business Days following the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement reasonably acceptable to the Required Lenders Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a GuarantorGuarantor (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 hereunder), together with executed counterparts of each other Loan Document reasonably requested by the Required LendersAdministrative Agent, 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 Domestic Subsidiary;
(b) (i) Uniform Commercial Code UCC and PPSA 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 in the reasonable opinion of the Administrative Agent and its special counsel to be filed in all Uniform Commercial Code UCC and PPSA 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 a UCC or cause to be filed such financing statements)PPSA filing, and (ii) pledge agreements, control agreements, Documents and original collateral (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 Agent, 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 the terms of the Loan Documents;
(c) upon the request of the Required LendersAdministrative 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 and the Required LendersAgent, 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 Organizational 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 Organizational 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 the Required Lenders Administrative Agent may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required LendersAdministrative 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 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 the proposed joinder of a Borrower.
Appears in 2 contracts
Sources: Credit Agreement (Matrix Service Co), Credit Agreement (Matrix Service Co)
New Subsidiaries. As soon as practicable but in any event within 30 Within thirty (30) days following of the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent for the benefit of the Lenders each of the following, as applicable:
(a) a joinder agreement reasonably acceptable to the Required Lenders duly Facility Guaranty executed by such Domestic Subsidiary sufficient to cause substantially in the form of EXHIBIT I;
(b) if such Subsidiary to become is a Guarantorcorporation or is a partnership that has issued certificates evidencing ownership of Partnership Interests, (A) the Pledged Stock or, if applicable, certificates of ownership of such Partnership Interests, together with duly executed counterparts stock powers or powers 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 assignment in all Collateral of such 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 to be filed such financing statements)blank affixed thereto, and (iiB) pledge agreementsif such Collateral shall be owned by a 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, control agreementsa Pledge Agreement in substantially the form of EXHIBIT J-1, Documents with appropriate revisions as to the identity of the pledgor and original collateral (including pledged Equity Interests (other than Excluded Equity Interestssecuring the obligations of such pledgor under its Facility Guaranty; PROVIDED, HOWEVER, if the Pledge Agreement has been terminated pursuant to SECTION 4.2(b), 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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms delivery of the Loan Documentsinstruments set forth in this clause (b) shall not be required;
(c) upon if such Subsidiary is a partnership not described in clause (b) immediately above, (A) the request certificate of the Required Lendersregistrar of such partnership with respect to the registration of the Lien on Partnership Interests, and (B) if such Collateral shall be owned by a Subsidiary 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, 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 pledgor under its Facility Guaranty; PROVIDED, HOWEVER, if the Pledge Agreement has been terminated pursuant to SECTION 4.2(b), the delivery of the instruments set forth in this clause (c) shall not be required;
(d) 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 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 has been terminated pursuant to SECTION 4.2(b), the delivery of the instruments set forth in this clause (d) shall not be required;
(e) an opinion of counsel to each such Domestic the Subsidiary dated as of the date of delivery of the Facility Guaranty and other Loan Documents provided for in this SECTION 8.19 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, each of but similar in scope to that opinion delivered pursuant to SECTION 6.1(a)(ii) (which opinions opinion may be in form and substance, including include assumptions and qualifications contained therein, substantially of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.01(aSECTION 6.1(a);); and
(df) current copies of the Organization Organizational Documents and Operating 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 Organizational Documents or Operating Documents or by applicable law, of the shareholders, members or partners) of such Person Subsidiary 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a BorrowerSECTION 8.19.
Appears in 2 contracts
Sources: Credit Agreement (Coca Cola Bottling Group Southwest Inc), Credit Agreement (Texas Bottling Group Inc)
New Subsidiaries. As soon as practicable but in With respect to any event within 30 days following the acquisition or creation (by Division or otherwise) of any Domestic new Subsidiary (other than an Excluded Foreign Subsidiary or an Immaterial Subsidiary)) created or acquired after the Effective Date by the Borrower or any of its Subsidiaries (which, or for the time purposes of this paragraph, shall include any existing Excluded Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Immaterial Subsidiary), the Borrower will, and will cause to be delivered each of its Subsidiaries to, promptly (i) execute and deliver to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement reasonably acceptable such amendments 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 Guarantee and other documents necessary or reasonably requested to establish and preserve the Lien of Collateral Agreement as the Administrative Agent in all Collateral of such Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming reasonably deems necessary to grant to the Administrative Agent Agent, for the benefit of the Secured Parties 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 Subsidiaries, as “Secured Party,” in formapplicable, substance and number sufficient (ii) deliver 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 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 the Lien on Parties, a perfected first priority security interest in the Collateral conferred under described in the Guarantee and Collateral Agreement with respect to such Security Instrument to new Subsidiary (but no security interest shall be granted in any real property), including the extent such Lien may be perfected by filing of Uniform Commercial Code filing (and the Borrower Agent shall file or cause to be filed financing statements in such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements jurisdictions as reasonably may be necessary or reasonably required by the Administrative Agent Guarantee and Collateral Agreement or the Required Lenders all by law or as necessary to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 and (C) to deliver to the Administrative Agent a closing certificate of such new Subsidiary, which certificate shall be in the proposed joinder of a Borrowerform and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Griffon Corp), Credit Agreement (Griffon Corp)
New Subsidiaries. As soon as practicable but in With respect to any event within 30 days following new Subsidiary created or acquired after the acquisition Closing Date by any Borrower or creation (by Division any of its Subsidiaries, such Borrower or otherwise) of any Domestic such Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicableshall promptly:
(ai) 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 Collateral Agent, a joinder agreement Security Interest in all Equity Interests of such new Subsidiary that are owned by such Borrower or such Subsidiary;
(ii) deliver to the Collateral Agent the certificates (if any) representing such Equity Interests, together with undated stock or other analogous powers, 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, a Security Interest in 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;
(iv) deliver to the Collateral Agent a certificate of the Secretary or an Assistant Secretary of such new Subsidiary as to the matters set forth in Section 5.1(k) (together with appropriate attachments) and a copy of a good standing certificate for such new Subsidiary (or, if such concept does not exist under the laws of such new Subsidiary’s jurisdiction of organization, a reasonable equivalent to the extent available or practicable), dated a date 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 Domestic Subsidiary;Agent; and
(iv) 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 deliver 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 Agent customary legal opinions relating to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause to be filed such financing statements)matters described above, and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, each of which opinions may shall be in form and substance, including assumptions and qualifications contained thereinfrom counsel, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a BorrowerCollateral Agent.
Appears in 2 contracts
Sources: Credit Agreement (Transatlantic Petroleum Ltd.), Credit Agreement (Transatlantic Petroleum Ltd.)
New Subsidiaries. As soon as practicable but in any event within 30 days (a) Subject to subsection (c) below, not later than forty- five (45) Business Days following the acquisition or creation (by Division or otherwise) of any Domestic Material Subsidiary (other than an Excluded a Foreign Subsidiary), or the time upon any previously existing Excluded Person becoming a Material Subsidiary ceases to be an Excluded (other than a Foreign Subsidiary), 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 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 Lenders each of the Administrative following:
(i) a Guarantor Joinder Agreement executed by such Subsidiary, with appropriate insertions of identifying information and such other changes to which the 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 to be filed such financing statements), and consent in its discretion;
(ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary dated as of the date of delivery of the Guarantor Joinder Agreement provided in the foregoing clause (i) and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those the opinions of counsel to the Guarantors delivered on the Closing Date to the Lenders pursuant to Section 5.01(a);5.01 hereof; and
(diii) current copies of the Organization Organizational Documents and Operating 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, partnersDirectors (or other comparable group of individuals performing a similar function), or appropriate committees thereof (and, if required by such Organization Organizational Documents or Operating Documents or by applicable lawlaws, of the shareholders, members or partners) of such Person Subsidiary authorizing the actions and the execution and delivery of documents described in clause (i) of this Section 7.12, all certified 7.18 and evidence satisfactory to the Agent (confirmation of the receipt of which will be provided by the applicable Governmental Authority Agent to the Lenders) that such Subsidiary is Solvent as of such date and after giving effect to the Guaranty.
(b) Subject to subsection (c) below, not later than forty- five (45) Business Days following the acquisition or appropriate officer creation of a Foreign Subsidiary which is a Material Subsidiary, or upon any previously existing Person becoming a Foreign Subsidiary which is a Material Subsidiary, cause to be delivered to the Collateral Agent for the benefit of the Secured Parties each of the following:
(i) a pledge agreement (the "Pledge Agreement") to be entered into by the Borrower or Subsidiary (excluding any Foreign Subsidiary) owning any or all of the capital stock or other ownership interest of such Foreign Subsidiary (the "Pledgor") in form and substance acceptable to the Collateral Agent pledging (a) all such capital stock owned by the Borrower or such Subsidiary but not in excess of 65% of all such capital stock or ownership interests of such Foreign Subsidiary entitled to vote in the election of directors (or persons performing similar functions) and (b) 100% of all other capital stock or ownership interests (the "Pledged Stock");
(ii) the certificates evidencing the Pledged Stock together with duly executed stock powers or powers of assignment in blank affixed thereto;
(iii) an opinion of counsel to the Pledgor dated as of the Required Lenders may electdate of delivery of the Pledge Agreement provided in the foregoing clause (i) and addressed to the Collateral Agent and the Secured Parties as to matters regarding the enforceability of such Pledge Agreement and the status of such Pledged Stock in form and substance acceptable to the Collateral Agent; and
(eiv) the items referred to in (a)(iii) above with respect to any Subsidiary to become a Borrower hereunder, within three the Pledgor.
(3c) Business Days prior to becoming a Borrower (which This Section shall require be of no further force or effect if the consent of the Required Lenders), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance Guaranty has been terminated in accordance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or 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 the proposed joinder of a BorrowerSection 11.20 hereof.
Appears in 2 contracts
Sources: Credit Agreement (Saks Inc), Credit Agreement (Saks Inc)
New Subsidiaries. As soon as practicable but (a) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary, the designation of a Designated Guarantor or at any time a Subsidiary becomes a Restricted Subsidiary, Borrowers shall notify Agent of such event and, promptly thereafter (and in any event within 30 days following 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 Credit Party will be a “Borrower” hereunder) and (B) a supplemental Guaranty in the acquisition form attached hereto as Exhibit 1.1(a), and to deliver to Agent such security documents 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 creation in part by a U.S. Credit Party or a Canadian Credit Party, cause such Credit Party to provide to Agent a supplement to the U.S. Security Agreement or the Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by it (by Division or otherwise) or, in the case of any Domestic a Foreign Subsidiary (other than an Excluded Subsidiarya Foreign Subsidiary of a Credit Party organized under the laws of Canada (or any province or territory thereof) that is not a Specified Entity), sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary, in each case to the extent that such Capital Stock does not constitute Excluded Property or Excluded Principal Property), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the Code or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the followingPPSA, 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 or other Loan Document reasonably requested by the Required Lenders, including all Security Instruments and applicable personal property or moveable property registries or other documents necessary or reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lenderspledge, in form and substance reasonably acceptable satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the Administrative Agent and the Required Lendersextent requested by Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those one or more opinions of counsel delivered pursuant reasonably satisfactory to Section 5.01(a);
(d) current copies of the Organization Documents of each Agent, which in its opinion is appropriate and customary with respect to 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 documentation referred to above. Upon execution and delivery of the Required Lenders may elect; and
(e) with respect to any Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary to shall become a Borrower hereunder, within three (3) Business Days prior to becoming Credit Party hereunder with the same force and effect as if originally named as a Borrower (which Credit Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Credit Party or Lender hereunder. The rights and obligations of each Credit Party hereunder shall remain in full force and effect notwithstanding the Required Lenders)addition of any Credit Party hereunder. For the avoidance of doubt and notwithstanding anything herein or in any other Loan Document to the contrary, all information and documentation reasonably requested by no Excluded Subsidiary (and results satisfactory toother than a Designated Guarantor) Administrative Agent and each Lender for purposes shall execute a Guaranty or any Collateral Document in respect of, or otherwise guaranty or grant any Lien to secure, any Obligation of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation a U.S. Borrower or other applicable anti-money laundering laws U.S. Credit Party or of any “United States person” as defined in section 7701(a)(30) of the IRC.
(b) Notwithstanding anything to the extent contrary contained herein, neither Borrower nor any Subsidiary of 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 information action (A) is requested restricted or prohibited by general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar principles, (B) is not within the Administrative 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 such Borrower’s or such Subsidiary’s guaranty or security as reasonably determined by Parent Borrower and Agent or the Lenders reasonably promptly after written notice (D) is Excluded Property or Excluded Principal Property or otherwise would not be required with respect to the Administrative Agent Collateral owned by a Credit Party pursuant to the terms of the proposed joinder of a BorrowerCollateral Documents.
Appears in 2 contracts
Sources: Revolving Loan Credit Agreement (XPO Logistics, Inc.), Revolving Loan Credit Agreement (XPO Logistics, Inc.)
New Subsidiaries. As soon as practicable but (a) 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, Borrowers shall notify Agent of such event and, promptly thereafter (and in any event within 30 days following the acquisition or creation (by Division or otherwisesuch longer period as Agent may agree) of any Domestic cause each such new Restricted Subsidiary (other than that is not an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each for purposes 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 Domestic Subsidiary;
clauses (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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral below) to (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instrumentsi) and such other documents and agreements join this Agreement as may be necessary or reasonably required a Credit Party by the Administrative Agent or the Required Lenders all as necessary providing to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the LendersCo-Collateral Agent a joinder agreement, in form and substance reasonably acceptable satisfactory to Agent (which joinder agreement will specify whether such new Credit Party will be a “Borrower” hereunder), (ii) deliver to Agent a Guaranty, a supplement to the Administrative Agent U.S. Security Agreement or the Canadian Security Agreement, as applicable, and the Required Lenderssuch other security documents related to personalty, each of which opinions may be together with appropriate financing statements, all in form and substancesubstance reasonably satisfactory to Agent reasonably requested by Agent, together with appropriate financing statements, all in form and substance reasonably satisfactory to Agent, (iii) with respect to all new Restricted Subsidiaries (for the avoidance of doubt, including assumptions Excluded Subsidiaries) that are directly owned in whole or in part by a Credit Party, provide to Agent a supplement to the U.S. Security Agreement or the Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by it (or, in the case of the pledge under the U.S. Security Agreement of a Foreign Subsidiary, sixty-five percent (65%) of the total combined voting power of all classes of the issued and qualifications contained thereinoutstanding voting Capital Stock of such Foreign Subsidiary and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary, substantially similar in each case to those the extent that such Capital Stock does not constitute Excluded Property (as defined in the relevant security document)), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the 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 (iv) provide to Agent all other customary and reasonable documentation, including one or more opinions of counsel delivered pursuant reasonably satisfactory to Section 5.01(a);
(d) current copies of the Organization Documents of each Agent, which in its opinion is appropriate and customary with respect to 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 documentation referred to above. Upon execution and delivery of the Required Lenders may elect; and
(e) with respect to any joinder agreement by each new Restricted Subsidiary, such Restricted Subsidiary to shall become a Borrower hereunder, within three (3) Business Days prior to becoming Credit Party hereunder with the same force and effect as if originally named as a Borrower (which Credit Party herein. The execution and delivery of the joinder agreement shall not require the consent of any Credit Party or Lender hereunder. The rights and obligations of each Credit Party hereunder shall remain in full force and effect notwithstanding the Required Lenders)addition of any Credit Party hereunder. For the avoidance of doubt, all information no Foreign Subsidiary shall execute a Guaranty.
(b) Notwithstanding anything to the contrary contained herein, neither Borrower nor any Subsidiary of any Borrower shall be required to execute 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 Actdeliver any joinder agreement, the Beneficial Ownership Regulation Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other applicable anti-money laundering laws 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 extent such information is requested by the Administrative Agent or benefits to the Lenders reasonably promptly after written notice to the Administrative Agent of the proposed joinder of a such Borrower’s or such Subsidiary’s guaranty or security.
Appears in 2 contracts
Sources: Credit Agreement (XPO Logistics, Inc.), Revolving Loan Credit Agreement (XPO Logistics, Inc.)
New Subsidiaries. As soon as practicable but in any event within 30 days (a) Subject to subsection (c) below, not later than forty-five (45) Business Days following the acquisition or creation (by Division or otherwise) of any Domestic Material Subsidiary (other than an Excluded a Foreign Subsidiary), or the time upon any previously existing Excluded Person becoming a Material Subsidiary ceases to be an Excluded (other than a Foreign Subsidiary), 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 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 Lenders each of the Administrative following: (i) a Guarantor Joinder Agreement executed by such Subsidiary, with appropriate insertions of identifying information and such other changes to which the 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 to be filed such financing statements), and consent in its discretion; (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary dated as of the date of delivery of the Guarantor Joinder Agreement provided in the foregoing clause (i) and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those the opinions of counsel to the Guarantors delivered on the Closing Date to the Lenders pursuant to Section 5.01(a);
5.01 hereof; and (diii) current copies of the Organization Organizational Documents and Operating 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, partnersDirectors (or other comparable group of individuals performing a similar function), or appropriate committees thereof (and, if required by such Organization Organizational Documents or Operating Documents or by applicable lawlaws, of the shareholders, members or partners) of such Person Subsidiary authorizing the actions and the execution and delivery of documents described in clause (i) of this Section 7.12, all certified 7.18 and evidence satisfactory to the Agent (confirmation of the receipt of which will be provided by the applicable Governmental Authority Agent to the Lenders) that such Subsidiary is Solvent as of such date and after giving effect to the Guaranty.
(b) Subject to subsection (c) below, not later than forty-five (45) Business Days following the acquisition or appropriate officer creation of a Foreign Subsidiary which is a Material Subsidiary, or upon any previously existing Person becoming a Foreign Subsidiary which is a Material Subsidiary, cause to be delivered to the Agent for the benefit of the Lenders each of the following: (i) a pledge agreement (the "Pledge Agreement") to be entered into by the Borrower or Subsidiary owning any or all of the capital stock or other ownership interest of such Foreign Subsidiary (the "Pledgor") in form and substance acceptable to the Agent pledging 65% of all such capital stock or ownership interests (the "Pledged Stock"); (ii) the certificates evidencing the Pledged Stock together with duly executed stock powers or powers of assignment in blank affixed thereto; (iii) an opinion of counsel to the Pledgor dated as of the date of delivery of the Pledge Agreement provided in the foregoing clause (i) and addressed to the Agent and the Lenders as to matters regarding the enforceability of such Pledge Agreement and the status of such Pledged Stock in form and substance acceptable to the Agent; and (iv) the items referred to in (a)(iii) above with respect to the Pledgor.
(c) This Section shall be of no further force or effect if the Guaranty has been terminated in accordance with Section 11.20 hereof. ARTICLE VIII Negative Covenants Until the occurrence of the Total Facility Termination Date, unless the Required Lenders may elect; and
(e) with respect to shall otherwise consent in writing, the Borrower will not, nor will it permit any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrower.:
Appears in 2 contracts
Sources: Credit Agreement (Proffitts Inc), Credit Agreement (Proffitts Inc)
New Subsidiaries. As soon as practicable but in any event within 30 days following (a) Within ten (10) Business Days of the acquisition or creation (by Division or otherwise) formation of any Restricted Subsidiary of any Credit Party, acquisition of a Restricted Subsidiary of any Credit Party or at any time a Subsidiary becomes a Restricted Subsidiary, Credit Parties, or any of them, as appropriate, shall (i) cause each such new Restricted Subsidiary that is a Domestic Subsidiary (other than an Excluded Domestic Subsidiary), or the time any existing Excluded Subsidiary ceases ) to be an Excluded Subsidiary, cause join this Agreement as a Credit Party by providing 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 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lendersagreement, in form and substance reasonably acceptable 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 Administrative Agent Security Agreement, a supplement to the Pledge Agreement, and such other security documents (including, without limitation, any mortgage, deed to secure debt or deed of trust where such Restricted Subsidiary owns real property and an appraisal (which shall be compliant with FIRREA to the Required Lendersextent required by applicable law as determined by Agent) and Flood Insurance with respect to any Mortgaged Property as required by Section 6.9, each of which opinions may be as applicable) reasonably requested by Agent, together with appropriate UCC-1 financing statements, all in form and substancesubstance reasonably satisfactory to Agent, (iii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Credit Party, provide to Agent a supplement to the Pledge Agreement providing for the pledge of the direct and beneficial interests in such new Restricted Subsidiary (or, in the case of the pledge of a direct Foreign Subsidiary, sixty-five percent (65%) of the total combined voting power of all classes of the issued and outstanding voting Stock of such Foreign Subsidiary and one-hundred percent (100%) of the non-voting stock of such Foreign Subsidiary) as shall be requested by Agent, together with appropriate certificates and powers or financing statements under the Code (or 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 (iv) provide to Agent all other customary and reasonable documentation, including assumptions and qualifications contained therein, substantially similar to those one or more opinions of counsel delivered pursuant reasonably satisfactory to Section 5.01(a);
(d) current copies of the Organization Documents of each Agent, which in its opinion is appropriate and customary with respect to 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 documentation referred to above. Upon execution and delivery of the Required Lenders may elect; and
(e) with respect to any joinder agreement by each new Restricted Subsidiary, such Restricted Subsidiary to shall become a Borrower hereunder, within three (3) Business Days prior to becoming Credit Party hereunder with the same force and effect as if originally named as a Borrower (which Credit Party herein. The execution and delivery of the joinder agreement shall not require the consent of any Credit Party or Lender hereunder. The rights and obligations of each Credit Party hereunder shall remain in full force and effect notwithstanding the Required Lenders)addition of any Credit Party hereunder. Any document, all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender agreement or instrument executed or issued pursuant to this Section 6.15 shall be a “Loan Document” for purposes of compliance with applicable “know your customer” requirements under this Agreement.
(b) Notwithstanding anything to the PATRIOT Actcontrary contained herein, the Beneficial Ownership Regulation no Borrower nor any Subsidiary of any Borrower shall be required to:
(i) execute and deliver any joinder agreement, Guaranty, or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Stock or other applicable anti-money laundering laws 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 extent Credit Parties, (C) is not within the legal capacity of Borrowers or such information 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 requested by unreasonably burdensome in relation to the Administrative Agent or benefits to the Lenders reasonably promptly after written notice of such Borrower’s or such Subsidiary’s guaranty or security; or
(ii) pledge as Collateral any assets excluded therefrom pursuant to the Administrative Agent relevant Collateral Documents (including, for the avoidance of doubt, more than 65% of the proposed joinder total 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 BorrowerDomestic Subsidiary.
Appears in 2 contracts
Sources: Revolving Loan Credit Agreement (Visteon Corp), Revolving Loan Credit Agreement (Visteon Corp)
New Subsidiaries. As soon as practicable but in With respect to any event within 30 days following new Subsidiary created or acquired after the acquisition Closing Date by any Borrower or creation (by Division any of its Subsidiaries, such Borrower or otherwise) of any Domestic such Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicableshall promptly:
(ai) 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 Collateral Agent, a joinder agreement Security Interest in all Equity Interests of such new Subsidiary that are owned by such Borrower or such Subsidiary;
(ii) deliver to the Collateral Agent the certificates (if any) representing such Equity Interests, together with undated stock or other analogous powers, 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, a Security Interest in 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;
(iv) deliver to the Collateral Agent a certificate of the Secretary or an Assistant Secretary of such new Subsidiary as to the matters set forth in Section 5.1(n) (together with appropriate attachments) and a copy of a good standing certificate for such new Subsidiary (or, if such concept does not exist under the laws of such new Subsidiary’s jurisdiction of organization, a reasonable equivalent to the extent available or practicable), dated a date 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 Domestic Subsidiary;Agent; and
(iv) 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 deliver 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 Agent customary legal opinions relating to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause to be filed such financing statements)matters described above, and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, each of which opinions may shall be in form and substance, including assumptions and qualifications contained thereinfrom counsel, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a BorrowerCollateral Agent.
Appears in 2 contracts
Sources: Credit Agreement (Transatlantic Petroleum Ltd.), Credit Agreement (Transatlantic Petroleum Ltd.)
New Subsidiaries. As soon as practicable but The Borrower shall, at its own expense, promptly, and in any event within 30 days following ten (10) Business Days after the formation or acquisition or creation (by Division or otherwise) of any Domestic new direct or indirect Subsidiary of the Borrower after the date hereof (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to i) notify the Administrative Agent each of such event, (ii) amend the following, Security Documents as applicable:
(a) a joinder agreement reasonably acceptable appropriate in light of such event to pledge 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 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,” 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 formblank, (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 Person that becomes a direct or indirect Subsidiary of the Borrower after the date hereof to execute a pledge and number sufficient security agreement in form and substance satisfactory to be filed in all the Administrative Agent, (vi) cause each document (including each Uniform Commercial Code financing statement and each filing offices and with respect to intellectual property owned by each such Person that 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 all jurisdictions in which filing is necessary order to perfect create in favor of the Administrative Collateral Agent for the benefit of the Secured Parties the Lien on a valid, legal and perfected first-priority security interest in the Collateral conferred under such Security Instrument subject to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause Security Documents to be filed so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such financing statementsproperty is not material to the business of such Subsidiary), and (iivii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, deliver an opinion of counsel to each such Domestic Subsidiary in form and addressed substance satisfactory to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three each such Person and the matters set forth in this clause (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lendersk), 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 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 the proposed joinder of a Borrower.
Appears in 2 contracts
Sources: Loan Agreement (Macquarie Infrastructure CO Trust), Loan Agreement (Macquarie Infrastructure CO LLC)
New Subsidiaries. As soon as practicable but in any event within 30 days following New Issuances of Capital Stock. ------------------------------------------------ Contemporaneously with the creation or acquisition or creation (by Division or otherwise) of any Domestic Subsidiary of Borrower (other than an Excluded a Foreign Subsidiary)) Borrower shall, or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, and shall cause to be delivered to the Administrative Agent each of the following, as applicableits Subsidiaries to:
(a) a joinder agreement reasonably acceptable grant or cause to the Required Lenders duly executed by such Domestic Subsidiary sufficient be granted to cause such Subsidiary to become a GuarantorAdministrative Agent, 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 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 formAgents and the Lenders, substance and number sufficient to be filed a perfected, first priority security interest in all Uniform Commercial Code filing offices Capital Stock in such Subsidiary owned by Borrower or its Domestic Subsidiaries (to the extent such Capital Stock is not already so pledged to Administrative Agent);
(b) cause each such Subsidiary to Guarantee the payment and in all jurisdictions in which filing is necessary to perfect in favor 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, for the benefit of the Secured Parties 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 Collateral conferred under issuance of any additional Capital Stock of any Subsidiary of Borrower, Borrower shall, and shall cause each of its Subsidiaries to, grant or cause to be granted to Administrative Agent, for the benefit of the Agents and the Lenders, a perfected, first priority security interest in all Capital Stock in such Security Instrument Subsidiary owned by Borrower, or any Subsidiary of Borrower (to the extent such Lien Capital Stock are already not so pledged to Administrative Agent). Borrower covenants that none of the 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 restrictions under applicable securities laws and such restrictions, if any, as may be perfected by Uniform Commercial Code filing reasonably acceptable to Administrative Agent. Notwithstanding anything to the contrary contained in this Section 7.3, (i) neither Borrower nor any ----------- Subsidiary of Borrower shall be 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 Borrower or its Domestic Subsidiaries 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 Borrower Agent shall file or cause to be filed such financing statements)Obligations, and (iiiii) pledge no Foreign Subsidiary shall be obligated to execute a Security Agreement securing payment or performance of the Obligations. In connection with and in addition to the foregoing, Borrower and its Subsidiaries shall execute and/or deliver such further agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements instruments (including, without limitation, stock certificates, stock powers, and financing statements) as may be necessary or reasonably required by the Administrative Agent or the Required Lenders all as necessary may reasonably request in order for it to establish obtain and maintain a validthe perfected, perfected security interest first priority Liens to be granted in all Collateral in which such Domestic Subsidiary has an interest consistent accordance with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrower.7.3. -----------
Appears in 2 contracts
Sources: Credit Agreement (Renaissance Worldwide Inc), Credit Agreement (Renaissance Worldwide Inc)
New Subsidiaries. As soon as practicable but in any event within 30 days following On each Guarantor Date, the acquisition or creation (by Division or otherwise) Company will notify the Agent of the identity of any Domestic domestic Subsidiary (other than an Excluded a Non-Guarantor Subsidiary)) created, 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 Non-Guarantor Subsidiary) that is not already a Guarantor, and the Company shall, and shall cause each such Subsidiary, to (a) cause such Subsidiary (other than Non-Guarantor Subsidiaries) to execute and deliver to the Agent a Joinder Agreement and (b) cause such Subsidiary (other than Non-Guarantor Subsidiaries) to deliver, or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the followingexecute and deliver, 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 GuarantorAgent appropriate corporate resolutions, together with executed counterparts of each opinions and other Loan Document documentation 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 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required Lenderswith respect to such Joinder Agreement; provided, each of which opinions may be in form and substancehowever, 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 (andthat, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the Subsidiary’s execution and delivery of documents described the Joinder Agreement with respect thereto would result in material adverse tax consequences to the Company and its Subsidiaries (as reasonably determined by 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 consequence would pertain, such Subsidiary shall not be required to execute and deliver the Joinder Agreement, or deliver the related resolutions, opinions or other documents, under this Section 7.127.15. If any Non-Guarantor Subsidiary shall cease to be a Non-Guarantor Subsidiary for any reason and to the extent any such Non-Guarantor Subsidiary may do so without violating federal, all certified by state or local laws or regulations applicable to it, the applicable Governmental Authority or appropriate officer 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 Agent a Joinder Agreement and such other opinions, resolutions and other documentation as the Required Lenders may elect; and
(e) is provided above with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrowernew Subsidiaries.
Appears in 2 contracts
Sources: Second Amendment (CBIZ, Inc.), Credit Agreement (CBIZ, Inc.)
New Subsidiaries. As soon as practicable but Without limiting the generality of the foregoing, in the event Borrower or any event within 30 days of its Restricted Subsidiaries shall form any new Restricted Subsidiary after the date hereof, Borrower or the respective Restricted Subsidiary will cause such new Restricted Subsidiary, promptly following such formation (excluding any Foreign Subsidiary whose guarantee or grant of a Lien would result in material adverse tax consequences to Borrower under Section 956 of the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded SubsidiaryInternal Revenue Code), or the time any existing Excluded Subsidiary ceases (i) to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable:
execute a Guarantee (a) a joinder agreement in form and substance reasonably acceptable to Administrative Agent) guaranteeing payment and performance of all of the Required Lenders duly executed by Obligations and to take such Domestic Subsidiary sufficient to cause other action (including, without limitation, authorizing the filing of such Subsidiary to become a Guarantor, together with executed counterparts UCC financing statements and delivering certificates in respect of each other Loan Document reasonably requested by the Required Lenders, including all Security Instruments and other documents Capital Stock of such Restricted Subsidiary) as shall be necessary or reasonably requested appropriate to establish establish, create, preserve, protect and preserve the perfect a first priority Lien (subject only to Permitted Liens) in favor of the Administrative Agent in all Collateral of such 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 and Lenders to the extent such Lien may be perfected required by Uniform Commercial Code filing (and the Borrower Agent shall file or cause to be filed such financing statementsSection 4.10(e), and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and to execute 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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Security Documents;
(c) upon the request of the Required Lenders, 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 Administrative Agent, as may be required or requested by Administrative Agent in connection with the actions contemplated hereby and (iii) to deliver such proof of corporate (or comparable) action, incumbency of officers, opinions of counsel and other documents as Administrative Agent shall have reasonably required or requested. Until such time that any Restricted Subsidiary shall have fully complied with the provisions of this paragraph, and without limitation of any rights and remedies available to Administrative Agent and Lenders as a result thereof, the Required Lenders, 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) operating results of such Person authorizing Restricted Subsidiary shall be disregarded in the actions and the execution and delivery calculation of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Required Lenders may elect; and
(e) with respect to EBITDAX for any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrowermeasurement period.
Appears in 2 contracts
Sources: Credit Agreement (Warren Resources Inc), Credit Agreement (Warren Resources Inc)
New Subsidiaries. As soon as practicable but in Create, organize, incorporate or acquire any event within 30 days following the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiaryeach a "NEW SUBSIDIARY"), or the time permit any existing Excluded of its Subsidiaries to create, organize, incorporate or acquire any New Subsidiary, unless:
(i) either (A) such New Subsidiary ceases constitutes a Restricted Subsidiary or (B) if such New Subsidiary does not constitute a Restricted Subsidiary, Investments are otherwise permitted to be an Excluded 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 date of its creation, organization, incorporation or acquisition, (A) a Guarantee Supplement and (B) such other agreements, instruments, certificates or documents as the Administrative Agent or the Required Lender through the Administrative Agent may reasonably request, in 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, such New Subsidiary or the Borrower shall cause to be delivered to the Administrative Agent each signed copies of one or more favorable opinions of counsel for such New Subsidiary, addressed to the followingAdministrative Agent and the Lender Parties, as applicable:
(a) a joinder agreement and reasonably acceptable to the Required Lenders duly executed by Lender Parties, as to the Guarantee Supplement being the legal, valid and binding obligation of such Domestic New Subsidiary, enforceable against such New Subsidiary sufficient in accordance with its terms, as to cause such Subsidiary to become a Guarantor, together with executed counterparts the choice of each other Loan Document reasonably requested by New York law being recognized in the Required Lenders, including all Security Instruments and other documents necessary or reasonably requested to establish and preserve the Lien courts of the Administrative Agent in all Collateral of such 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 jurisdiction in which filing such New Subsidiary is necessary organized and as 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements matters as may be necessary or reasonably required by the Administrative Agent or the Required Lenders 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 the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to through the Administrative Agent and the Lenders, in form and substance may reasonably acceptable to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrowerrequest.
Appears in 1 contract
Sources: Credit Agreement (Medpartners Inc)
New Subsidiaries. As soon as practicable (a) Upon the formation or acquisition of any new Subsidiary or when required under paragraph (b) below with respect to any Subsidiary after the date of this Agreement, the Borrower shall and shall cause such Subsidiary to (i) promptly, but in any event within 30 10 days following after the formation or acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded such Subsidiary, cause to be delivered execute and deliver to the Administrative Agent each of the followingsuch guaranties, 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 Guarantorsecurity agreements, 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 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 to be filed such financing statements)amendment agreements, and (ii) pledge agreements, control agreements, Documents and original collateral (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 requests so that such Subsidiary guarantees and secures the Required Lenders all Credit Obligations on the same terms as necessary to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms existing Subsidiaries of the Loan Documents;
Borrower (c) upon the request of the Required Lenders, 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 and the Required Lenders, 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 a Joinder Agreement in substantially the form of EXHIBIT G for the purpose of joining such Subsidiary as a party to the Guaranty and the Security Agreement or the execution of such new guaranties and security agreements as the Agent determines are necessary to have the same effect in different jurisdictions), (ii) as promptly as practicable after the formation or acquisition of such new Subsidiary, arrange for and obtain the repayment of any indebtedness necessary for the Restricted Entities' continued compliance with the restrictions on Debt described in this Section 7.12clause (f) of the definition of Permitted Debt, all certified and (iii) as promptly as practicable after the formation or acquisition of such new Subsidiary, arrange for and obtain the release of any Liens necessary for the Restricted Entities' continued compliance with the restrictions on Liens described in clause (c) of the definition of Permitted Liens. In connection therewith, if requested by the applicable Governmental Authority or appropriate officer as Agent, the Required Lenders may elect; andBorrower shall provide corporate documentation and opinion letters reasonably satisfactory to the Agent reflecting the corporate status of such new Subsidiary of the Borrower and the enforceability of such agreements.
(eb) The Borrower may exempt from the requirements of paragraph (a) above any Insurance Subsidiaries and any Subsidiaries of the Borrower that are business entities formed and existing under the laws of Canada provided that such exempt Subsidiaries of the Borrower (the "Exempt Canadian Subsidiaries") meet the following requirements: (i) the Exempt Canadian Subsidiaries own and operate only assets domiciled in Canada, (ii) the aggregate outstanding amount of cash investments and loans made by the Borrower and its Subsidiaries that are not Exempt Canadian Subsidiaries to the Exempt Canadian Subsidiaries does not exceed $3,500,000 until the stock pledges related to the Exempt Canadian Subsidiaries existing on the date of this Agreement have been completed as contemplated in clause (vi) below and $10,000,000 thereafter, (iii) the consolidated assets of the Exempt Canadian Subsidiaries do not exceed 20% of the consolidated assets of the Borrower, (iv) the consolidated revenues of the Exempt Canadian Subsidiaries for any fiscal quarter of the Borrower do not exceed 20% of the consolidated revenues of the Borrower for such fiscal quarter (provided that for both (iii) and (iv) above, the financial results and balance sheet effects of any Acquisitions shall be included in such calculations for the full period and on the relevant dates), (v) no Exempt Canadian Subsidiary shall have executed any guaranty of, or shall otherwise have any repayment obligations with respect to, any other Debt of the Borrower or any other Credit Party, and (vi) 65% of the stock of each Exempt Canadian Subsidiary has been pledged to the Agent under a Canadian Pledge Agreement within 90 days after the date of this Agreement, with respect to Exempt Canadian Subsidiaries existing on the date of this Agreement, and within 45 days after formation or acquisition, with respect to Exempt Canadian Subsidiaries formed or acquired after the date of this Agreement (and in connection therewith the Borrower shall provide corporate documentation and opinion letters reasonably satisfactory to the Agent reflecting the corporate status of such new Subsidiary of the Borrower and the enforceability of such agreements). The Agent shall have no obligation to release any stock pledged under this paragraph (b) once pledged, whether or not any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent remains an Exempt Canadian Subsidiary. At any time any of the Required Lendersforegoing requirements set forth in clauses (i), (ii), (iii), (iv), (v), or (vi) above are no longer satisfied, then the Borrower shall cause some or all information and documentation reasonably requested by of the Exempt Canadian Subsidiaries to promptly comply with the requirements of paragraph (and results satisfactory toa) Administrative Agent and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws to the extent such information is requested by necessary to maintain the Administrative Agent or requirements for exemption for the Lenders reasonably promptly after written notice to the Administrative Agent of the proposed joinder of a Borrowerremaining Exempt Canadian Subsidiaries.
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days following Each Borrower shall, at its own expense prior to the acquisition or creation (by Division or otherwise) formation of any Domestic direct or indirect Subsidiary of such Borrower after the date hereof:
(i) Notify the Administrative Agent of such event;
(ii) If such Subsidiary is required by the provisions of this Agreement to be designated as a Restricted Subsidiary (other than an Excluded or if the Borrowers choose to designate such Subsidiary as a Restricted Subsidiary), or the time any existing Excluded cause such Restricted Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered execute and deliver to the Administrative Agent each of one or more joinder agreements and such other documents as the followingAdministrative Agent deems necessary to include such Subsidiary as a Borrower (or Guarantor, 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 Domestic Subsidiary);
(iiii) Uniform Commercial Code financing statements naming 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), amend the Security Documents as appropriate in light of such event to pledge the Equity Securities of such Person as “Debtor” and naming to the Administrative Agent for the benefit of itself and the Secured Parties as “Secured Party,” in form, substance Lenders and number sufficient 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 filed designated as a Restricted Subsidiary (or if the Borrowers choose to designate such Subsidiary as a Restricted Subsidiary), promptly 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 all blank;
(v) 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 such Subsidiary to execute a pledge and security agreement, mortgage and/or ship mortgage or other security agreement in form and substance 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 (including each Uniform Commercial Code financing statement and each filing offices and with respect to intellectual property owned by each Person that becomes a direct or indirect Restricted 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 all jurisdictions in which filing is necessary order to perfect create in favor of the Administrative Agent for the benefit of itself and the Secured Parties the Lien Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral conferred under such Security Instrument subject to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause Security Documents to be filed such financing statements)so filed, registered or recorded and (ii) pledge agreements, control agreements, Documents and original collateral (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 evidence thereof delivered to the Administrative Agent Agent; provided, however, that in the case of any Subsidiary which is the owner of a Casino or the Required Lenders holder of a Gaming License, Argosy shall use its best efforts to cause all as necessary Governmental Authorities to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with consent to the terms pledge of the Loan Documents;
(c) upon the request Equity Securities of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent for the benefit of itself and the Lenders, in form and substance Lenders as soon as reasonably acceptable to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrowerpracticable.
Appears in 1 contract
Sources: Credit Agreement (Argosy Gaming Co)
New Subsidiaries. As soon as practicable but in any event within 30 days following Simultaneously with the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), of the Borrower or the time any existing Excluded Subsidiary ceases to be an Excluded SubsidiaryParent, the Borrower and the Parent shall cause to be delivered to the Administrative Agent and the Collateral Agent (or to either of them as may be specified) each of the following, as applicable:
(a) to the Administrative Agent, if such Subsidiary is a joinder agreement reasonably Domestic Subsidiary, a Subsidiary Guaranty Joinder Agreement executed by such Subsidiary;
(b) to the Administrative Agent, a Security Joinder Agreement executed by such Subsidiary;
(c) if the Subsidiary Securities issued by such Subsidiary that 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 then executed and delivered to the Collateral Agent a Pledge Agreement granting a Lien to the Collateral Agent, for the ratable benefit of the Credit Secured Parties, in such equity interests, a Pledge Joinder Agreement or a Pledge Agreement, as applicable, executed by the Borrower or by the Subsidiary that directly owns such Subsidiary Securities, with appropriate conforming changes (or, as to the Pledged Interests issued by any Direct Foreign Subsidiary of the Borrower or the Parent, in a form acceptable to the Required Lenders duly Administrative Agent and the Collateral Agent), and if such Subsidiary Securities shall be owned by the Parent or a Subsidiary of the Parent who has previously executed a Pledge Agreement or Pledge Joinder Agreement, a Pledge Agreement Supplement in the form required by such Domestic Subsidiary sufficient Pledge Agreement pertaining to cause such Subsidiary Securities;
(d) to become a Guarantorthe Collateral Agent, together with executed counterparts of each other Loan Document reasonably requested if the Pledged Interests issued by the Required Lenders, including all Security Instruments and other documents necessary or reasonably requested to establish and preserve the Lien such Subsidiary constitute securities under Article 8 of the Administrative Agent in all Collateral Uniform Commercial Code (i) the certificates representing 100% of such Domestic SubsidiarySubsidiary Securities and (ii) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto;
(i) Uniform Commercial Code financing statements naming such Person on form UCC-1 or otherwise duly executed by the pledgor as “‘Debtor” ’ and naming the Administrative Agent Collateral Agent, for the benefit of the Credit Secured Parties 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 Administrative Agent Collateral Agent, for the benefit of the Credit Secured Parties Parties, the Lien on such Subsidiary Securities; (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 9-106 of the Uniform Commercial Code), and otherwise in form and substance acceptable to the Collateral conferred under Agent; and (iii) such Security Instrument to the extent such Lien may be perfected by other Uniform Commercial Code filing (and the Borrower Agent shall file or cause to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral or other documents as are required to perfect, or to confer first priority status upon, the security interest of the Secured Parties in any Collateral, including without limitation, with respect to Certificate-of-Title Collateral, certificates of title by the registrar of motor vehicles or other appropriate authority in the applicable jurisdiction (including pledged Equity Interests (any notation or other than Excluded Equity Interestsindication of the security interest), Securities and Instruments) and such other documents and agreements as may be necessary or reasonably required requested by the Administrative Agent or the Required Lenders 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 the terms of the Loan DocumentsAgent;
(cf) upon the request of the Required Lenders, an opinion of counsel to each such Domestic 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, the Collateral Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, each of Collateral Agent (which opinions opinion may be in form and substance, including include assumptions and qualifications contained therein, substantially of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.01(a4.01(a);); and
(dg) current copies of the Organization Organizational 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 Organizational Documents or applicable law, of the shareholders, members or partners) of such Person Subsidiary 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 the Required Lenders may elect; and6.20.”
(ek) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 other applicable anti-money laundering laws to the extent such information The following Section 6.22 is requested by the Administrative Agent or the Lenders reasonably promptly inserted after written notice to the Administrative Agent of the proposed joinder of a Borrower.Section 6.21:
Appears in 1 contract
Sources: Credit Agreement (Covenant Transportation Group Inc)
New Subsidiaries. As soon as practicable but in The Borrower shall not, directly or indirectly, organize, create, acquire or permit to exist any event within 30 days following the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary)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 time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicableBorrower shall:
(a) a joinder agreement reasonably acceptable pledge the capital stock of such additional Subsidiary to the Required Lenders duly executed by Lender: provided, however, that if any such Domestic additional Subsidiary sufficient to cause is not a domestic Subsidiary, in no event shall more than 66% of the capital stock of any such Subsidiary be required 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 Domestic Subsidiarybe so pledged;
(ib) Uniform Commercial Code 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 naming such Person (as “Debtor” and naming furnished by the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” Lender) in form, substance and number sufficient to be filed in all Uniform Commercial Code filing offices and in all jurisdictions any jurisdiction in which such filing is necessary to perfect the Lender’s Liens 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documentscapital stock;
(c) upon deliver such other items as are reasonably requested by the request 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 Required Lendersfollowing to the Lender:
(i) a Subsidiary Guaranty and a Subsidiary Security Agreement, or if such documents already exist, a duly executed notice and assumption agreement in form and substance acceptable to Lender, pursuant to which such Subsidiary becomes a party to the Subsidiary Guaranty and the Subsidiary Security Agreement (an “Additional Guarantor Assumption Agreement”);
(ii) (A) 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 (the “Additional Guarantor Accession Date”) by the Secretary or an Assistant Secretary (or other appropriate officer) of such Subsidiary; (B) a certificate of the 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 and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (C) copies of the articles or certificate of incorporation and bylaws (or other applicable organizational documents) of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary as of the Additional Guarantor Accession Date; and (D) an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the LendersLender, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, 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);Lender; and
(diii) current copies of (A) such amendments to the Organization schedules to any Loan Documents of each such Domestic Subsidiary, together as shall be required in connection 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) accession of such Person authorizing Subsidiary thereto; and (B) executed UCC-1 financing statements in any jurisdiction in which such filing is necessary to perfect the actions Lender’s Liens in the personal property assets of such Subsidiary and in which the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Required Lenders may electLender shall request that such filing be made; and
(e) with respect have executed and delivered to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lenders), all information and documentation Lender such other items as reasonably requested by (the Lender in connection with the foregoing, including officers’ certificates, search reports and results satisfactory to) Administrative Agent other certificates and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or 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 the proposed joinder of a Borrowerdocuments.
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within (a) Within 30 days following of the acquisition formation or creation (by Division or otherwise) Acquisition of any Domestic Significant Subsidiary (other than an Excluded Subsidiary), or the at any time any existing Excluded a Subsidiary ceases to be an Excluded becomes a Significant Subsidiary, Tech Data shall 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 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 Lessor, Administrative Agent, Lenders and Holders, 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;applicable:
(ci) upon In the request case of a Significant Subsidiary that is a Domestic Subsidiary, (A) a Guaranty Agreement (Lessee and Construction Agent Obligations) substantially in the Required Lendersform of EXHIBIT C executed by such Significant Subsidiary, (B) an opinion of counsel to each such Domestic the Significant Subsidiary dated as of the date of delivery of the Guaranties provided for in this SECTION 28.6 and addressed to Administrative Agent, the Administrative Agent Lessor, the Lenders and the LendersHolders, in form and substance reasonably acceptable to the Administrative Agent Agent, and the Required Lenders, 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);
(dC) current copies of the Organization Documents of each such Domestic Significant Subsidiary;
(ii) In the case of a Significant Subsidiary that is a Direct Foreign Subsidiary, together with minutes (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 called executed, delivered, filed, recorded or taken, as the case may be, and conducted meetings (C) take such further action and deliver or duly effected consent actionscause to be delivered such further documents as reasonably requested by Administrative 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 additional Guaranties of Domestic Subsidiaries that do not constitute Significant Subsidiaries in order that after giving effect to such additional Guaranties, the sum of the total assets or total revenues, in either or both cases, of Domestic Subsidiaries that have not delivered a Guaranty Agreement (Lessee and Construction Agent Obligations) does not exceed in the aggregate $150,000,000.
(c) The parties acknowledge and agree that so long as SECTION 7.13(B) of the Board Amended Tech Data Credit Agreement requires the pledge of Directors, partners, or appropriate committees thereof (and, if required by such Organization Documents or applicable law, 65% of the shareholdersVoting Securities of any Person, members or partners) the actual Voting Securities 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 pledged to the Administrative Agent pursuant to this SECTION 28.6 shall be the same as those pledged pursuant to SECTION 7.13(B) of the proposed joinder Amended Tech Data Credit Agreement, so that compliance with such agreement and this Lease does not result in the pledge of a Borrowermore 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. As soon as practicable but in With respect to any event within 30 days following new Subsidiary created or acquired after the acquisition Closing Date by any Borrower or creation (by Division any of its Subsidiaries, such Borrower or otherwise) of any Domestic such Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicableshall promptly:
(ai) 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 Collateral Agent, a joinder agreement Security Interest in all Equity Interests of such new Subsidiary that are owned by such Borrower or such Subsidiary;
(ii) deliver to the Collateral Agent the certificates (if any) representing such Equity Interests, together with undated stock or other analogous powers, 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, a Security Interest in 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;
(iv) deliver to the Collateral Agent a certificate of the Secretary or an Assistant Secretary of such new Subsidiary as to the matters set forth in Section 5.1(l) (together with appropriate attachments) and a copy of a good standing certificate for such new Subsidiary (or, if such concept does not exist under the laws of such new Subsidiary’s jurisdiction of organization, a reasonable equivalent to the extent available or practicable), dated a date 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 Domestic Subsidiary;Agent; and
(iv) 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 deliver 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 Agent customary legal opinions relating to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause to be filed such financing statements)matters described above, and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, each of which opinions may shall be in form and substance, including assumptions and qualifications contained thereinfrom counsel, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a BorrowerCollateral Agent.
Appears in 1 contract
New Subsidiaries. As soon The Loan Parties shall not, directly or indirectly, organize, create, acquire, or permit to exist any Subsidiary except for non-first tier level Foreign Subsidiaries and as practicable but otherwise permitted by this Section 7.24. The Loan Parties shall (a) in any the event within 30 days following of the acquisition or creation of any Subsidiary (by Division a “New Subsidiary”) cause to be delivered to Agent, for the benefit of itself and the Lenders; (b) in the event of the acquisition or otherwise) creation of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent Agent, for the benefit of itself and the Lenders, each of the following, as applicable:
in each case to be duly executed and delivered by such Subsidiary within thirty (30) Business Days of the acquisition or creation of such Subsidiary (i) a Guaranty with respect to all of the Obligations, (ii) a security agreement in substantially the form of the Security Agreement, and (iii) if such Subsidiary has any material leased locations where Inventory is located, a Collateral Access Agreement with respect thereto; and (c) in the event of the acquisition or creation of any Subsidiary subject to the provisions of clauses (a) a joinder agreement reasonably acceptable or (b) above, cause to the Required Lenders duly executed by such Domestic Subsidiary sufficient be delivered 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 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 Lenders each of the Administrative Agent for following within 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 time periods indicated therein: (and the Borrower Agent shall file or cause to be filed such financing statements), and (iii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary dated as of the date of the delivery of the other documents required to be delivered pursuant to this Section 7.24 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable identical to the Administrative Agent and the Required Lenders, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions opinion of counsel delivered pursuant to Section 5.01(a);
8.1(a)(xviii) hereof on the Closing Date with respect to any Guarantor; and (dii) current certified copies of the Organization Organizational Documents and Operating 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 Organizational Documents or Operating Documents or by applicable law, of the shareholders), members or partners) of such Person Subsidiary authorizing it to enter into the actions and the execution and delivery of documents described in agreements required under this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Required Lenders may elect; and
7.24 and evidence satisfactory to Agent (e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent confirmation of the Required Lenders), all information and documentation reasonably requested receipt of which will be provided 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 other applicable anti-money laundering laws to the extent Lenders) that such information Subsidiary is requested by the Administrative Agent or the Lenders reasonably promptly Solvent as of such date after written notice giving effect to the Administrative Agent of the proposed joinder of a Borrowersuch Guaranty and Security Agreement.
Appears in 1 contract
Sources: Credit Agreement (Salton Inc)
New Subsidiaries. As soon as practicable but Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in any event within 30 days following its reasonable discretion) after (x) the acquisition or creation (by Division or otherwise) of any new Material Subsidiary permitted by this Agreement or (y) the purchase by the Borrower or any Restricted Subsidiary of the capital stock of any Person, which purchase results in such Person becoming a Material Domestic Subsidiary of the Borrower permitted by this Agreement, the Borrower shall cause (other than an Excluded Subsidiary), or the time any existing Excluded a) such Material Domestic Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered execute and deliver to the Administrative Agent each (i) a supplement to the Guaranty in substantially the same form as Annex 1 to the Guaranty, (ii) a supplement to the Security Agreement in substantially the same form as Annex 1 to the Security Agreement, (iii) if such Material Domestic Subsidiary owns any Equity Interests in any other Person, a supplement to Pledge Agreement in substantially the same form as Annex 1 to the Pledge Agreement, provided that any Material Domestic Subsidiary that owns an Equity Interest in a Foreign Subsidiary shall only be required to pledge 65% of the followingEquity Interest in each First-Tier Foreign Subsidiary, as applicable:
and (aiv) a joinder agreement reasonably acceptable such evidence of corporate, partnership or limited liability company authority to enter into such supplements to the Required Lenders duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a GuarantorGuaranty, together with executed counterparts of each other Loan Document Security Agreement, and Pledge Agreement as the Administrative Agent may reasonably request and, if requested by the Required LendersAdministrative Agent, 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 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion opinions of counsel to each such Material Domestic Subsidiary and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require cover, among other things, the consent legality, validity, binding effect and enforceability of the Required Lendersdocumentation referred to in clause (a), all information ) and documentation reasonably requested by (and results satisfactory tob) Administrative Agent and each Lender for purposes the equity holder of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws such Material Subsidiary to execute an amendment to the extent Pledge Agreement pledging 100% of the Equity Interest owned by such information equity holder if such Material Subsidiary is requested by a Material Domestic Subsidiary (or 65% of the Equity Interest if such Material Subsidiary is a First-Tier Foreign Subsidiary) and such evidence of corporate, limited liability company or partnership authority to enter into such amendment to the Pledge Agreement as the Administrative Agent or may reasonably request, along with share certificates pledged thereby and appropriately executed stock powers in blank, if applicable. Notwithstanding the Lenders reasonably promptly after written notice foregoing, Pioneer Services Holdings, LLC, a Delaware limited liability company (“Pioneer Services”) shall not be required to execute and deliver any Loan Documents and Global Holdings shall not be required to pledge the Administrative Agent Equity Interest owned by Global Holdings in Pioneer Services provided that Pioneer Services continues to own no more than 3% of the proposed joinder ownership interests in Foreign Subsidiaries of a BorrowerGlobal Holdings.
(u) Section 5.8 of the Credit Agreement is hereby amended in its entirety as follows:
Appears in 1 contract
New Subsidiaries. As soon as practicable but The Borrower shall, at its own expense promptly, and in any event within 30 days following thirty (30) Business Days after the formation or acquisition or creation (by Division or otherwise) of any Domestic Subsidiary or any 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)(x)), (B) cause each Domestic Subsidiary, each Foreign Guarantor Subsidiary and each other Loan Party (other than an Excluded a Foreign Non-Guarantor Subsidiary), or as applicable, to become a party to the time any existing Excluded Subsidiary ceases to be an Excluded SubsidiaryGuaranty, cause to be delivered to 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 each and amend the Security Documents as appropriate in light of the following, as applicable:
(a) a joinder agreement reasonably acceptable such event to pledge 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 Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent for the benefit of itself and 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 Lenders (1) 100% of the Administrative Agent for the benefit Equity Securities of each such Person which becomes a Domestic Subsidiary or a Foreign Guarantor Subsidiary and (2) 100% of the Secured Parties non-voting Equity Securities (within the Lien on meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) and 66% 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 Non-Guarantor 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 Non-Guarantor Subsidiary to 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 to be filed such financing statements)Agent, and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms on behalf of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent itself and the Lenders, under the Security Documents would not result in form and substance reasonably acceptable to an increase in the Administrative Agent and the Required Lenders, 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 aggregate net consolidated tax liabilities of the Organization Documents of each Loan Parties, then, promptly after the change in such Domestic Subsidiarylaws, together with minutes of duly called all such additional Equity Securities shall be so pledged under the Security Documents) and conducted meetings (execute and deliver all documents or duly effected consent actions) of the Board of Directors, partners, instruments required thereunder or appropriate committees thereof (and, if required by such Organization Documents or applicable law, of to perfect 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrower.security interest created thereby,
Appears in 1 contract
New Subsidiaries. As soon as practicable but The Borrower shall at its own expense, promptly, and in any event within 30 days following thirty (30) Business Days after the formation or acquisition or creation (by Division or otherwise) of any Domestic new direct or indirect Wholly Owned Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to i) notify the Administrative Agent each of such event, (ii) amend the following, Security Documents as applicable:
(a) a joinder agreement reasonably acceptable appropriate in light of such event to pledge 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 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,” 100% of the Equity Securities of such Wholly Owned 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 formblank, (iv) cause each such Person that becomes a direct or indirect Wholly Owned Subsidiary after the date hereof to execute a guaranty and security agreement in form and substance and number sufficient satisfactory to be filed in all the Administrative Agent, (v) cause each document (including each Uniform Commercial Code financing statement and each filing offices and with respect to intellectual property owned by each such Person that becomes a direct or indirect Wholly Owned 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 all jurisdictions in which filing is necessary order to perfect create in favor of the Administrative Collateral Agent for the benefit of the Secured Parties the Lien Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral conferred under such Security Instrument subject to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause Security Documents to be filed so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such financing statementsproperty is not material to the business of such Subsidiary), and (iivi) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, deliver an opinion of counsel in form and scope comparable to each such Domestic Subsidiary and addressed the opinion delivered pursuant to Section 4.1(g)(i) to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require each such Person and the consent of 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 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 the proposed joinder of a Borrowermatters set forth in this Section.
Appears in 1 contract
New Subsidiaries. As soon as practicable but Borrower shall, at its own expense, promptly, and in any event within 30 days following ten (10) Banking Days after the formation or acquisition or creation (by Division or otherwise) of any Domestic Subsidiary of Parent or Borrower, (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to A) notify 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 Domestic Subsidiary;
event (iwhich notice shall be deemed to constitute an update to Schedule 4.4), (B) Uniform Commercial Code financing statements naming amend the Security Documents as appropriate in light of such Person as “Debtor” and naming event to pledge to the Administrative Agent for the benefit of itself and the Secured Parties Lenders 100% 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, (C) cause each such Subsidiary to become a party to the appropriate Guaranty, the Security Agreement and each other applicable Security Document in accordance with the terms thereof or cause each such Subsidiary which is organized outside the laws of the United States to execute such security agreements and guaranties as “Secured Party,” the Administrative Agent may reasonably request, (D) 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 formblank (and take such other steps as may be 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), substance (E) cause each document (including each UCC financing statement or the equivalent thereof and number sufficient 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 filed, registered or recorded in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary order to perfect create in favor of the Administrative Agent for the benefit of the Secured Parties the Lien Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral conferred under such Security Instrument subject to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause Security Documents to be filed such financing statements)so filed, registered or recorded and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed evidence thereof delivered to the Administrative Agent and the Lenders, (F) deliver an opinion of counsel in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any each new Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require and the consent of 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 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 the proposed joinder of a Borrowermatters set forth in this Section.
Appears in 1 contract
Sources: Credit Agreement (West Marine Inc)
New Subsidiaries. As soon as practicable but in any event within 30 days following the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement reasonably acceptable An Obligor may form or acquire new Subsidiaries which are not Excluded Subsidiaries (subject, with respect to Permitted Acquisitions, to the Required Lenders duly executed by such Domestic Subsidiary sufficient to cause such conditions set forth in Section 9.12 hereof) or convert an Excluded 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 Domestic Subsidiary;an Obligor so long as:
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming Subsidiary is organized under the Administrative Agent for the benefit laws of the Secured Parties as “Secured PartyUnited States or any state or territory thereof,” in form
(ii) promptly upon any such formation, substance acquisition or conversion (but no later than thirty (30) days after the formation, acquisition or conversion thereof), (A) such Obligor shall cause any such Subsidiary to execute and number sufficient deliver to be filed in Agent: (1) a Guarantor Joinder Agreement pursuant to which such Subsidiary (x) absolutely and unconditionally guarantees payment of any and all Uniform Commercial Code filing offices present and in future Obligations of Borrowers to Agent and (y) grants to Agent a first and prior security interest and lien upon all jurisdictions in which filing is necessary to perfect in favor of the Administrative assets of such Subsidiary which constitute Collateral subject to Permitted Liens or Liens otherwise consented to in writing by Agent, and (2) such other agreements, documents and instruments as Agent for the benefit of the Secured Parties the Lien on the may reasonably require which shall be reasonably satisfactory in form and substance to Agent, including, but not limited to, supplements and amendments hereto, authorization to file UCC financing statements, Collateral conferred under such Security Instrument Access Agreements (to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause required to be filed delivered pursuant to the terms hereof) and other consents, waivers, acknowledgments and other agreements from third persons which Agent may deem necessary or desirable in order to permit, protect and perfect its security interests in and liens upon the assets purchased, corporate resolutions and other organization and authorizing documents of such financing statementsPerson, and opinions of counsel (in connection with Permitted Acquisitions), (B) such Obligor shall execute and deliver to Agent in form and substance satisfactory to Agent, a pledge and security agreement granting to Agent a first pledge of and lien on all of the issued and outstanding shares of Capital Stock of such Subsidiary, and (iiC) pledge agreements, control agreements, Documents and such Obligor shall deliver the original collateral stock certificates evidencing such shares of Capital Stock (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and or such other documents and agreements evidence as may be necessary or reasonably required by issued in the Administrative Agent case of a limited liability company) together with stock powers with respect thereto duly executed in blank (or the Required Lenders all as necessary to establish and maintain equivalent thereof in the case of a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;limited liability company).
(ciii) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lendersshall have received, in form and substance reasonably acceptable satisfactory to the Administrative Agent, evidence that Agent has valid and the Required Lenders, each of which opinions may be perfected security interests 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 liens upon all of the Organization Documents assets 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 other applicable anti-money laundering laws to the extent such information is requested assets constitute Collateral hereunder, and
(iv) as of the date of the organization, formation or acquisition of any Obligor and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing.
(b) An Obligor may form or acquire Excluded Subsidiaries on and after the date hereof so long as on the date of such formation or acquisition and immediately after giving effect thereto, the conditions set forth in Section 9.12(c) hereof are satisfied. Unless such Person has been designated by the Administrative Agent Borrower as an Excluded Subsidiary in accordance with Section 9.12(c) hereof, Administrative Borrower shall designate such newly formed or the Lenders reasonably acquired Person as an Excluded Subsidiary promptly after written notice upon such formation or acquisition in a writing by Administrative Borrower delivered to Agent.
(c) With respect to the Administrative formation of an Obligor or conversion of an Excluded Subsidiary to an Obligor pursuant to this Section (other than a Retail Store Subsidiary in the United States), in no event shall any Inventory or Credit Card Receivables of any new Obligor be deemed Eligible Inventory or Eligible Credit Card Receivables be or be deemed to be Eligible Inventory and/or Eligible Credit Card Receivables until Agent shall have conducted a field examination with respect to such assets and the results of such field examination and other due diligence shall be reasonably satisfactory to Agent, and then only to the proposed joinder extent the criteria for Eligible Inventory and Eligible Credit Card Receivables set forth herein are satisfied with respect thereto (as such criteria may be reasonably modified by Agent to reflect the results of Agent’s field examination including any separate advance percentage with respect to such Inventory or Credit Card Receivables or Reserves as Agent may reasonably determine but otherwise in accordance with the definitions of Eligible Inventory and Eligible Credit Card Receivables. Upon the reasonable request of Agent, if practicable, the Inventory or Credit Card Receivables of such Obligor shall be separately identified and reported to Agent in a Borrowermanner reasonably satisfactory to Agent for a time period reasonably satisfactory to Agent. In addition, if the new Obligor is seeking to have Inventory included in the Borrowing Base, Agent shall require an appraisal thereof in form and containing assumptions and appraisal methods reasonably satisfactory to Agent by an appraiser reasonably acceptable to Agent, on which Agent and Lenders are expressly permitted to rely (and any Inventory to be included in the Borrowing Base of such new Obligor shall only be included in the Borrowing Base to the extent that Agent has received such appraisal with respect thereto).
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 Within thirty (30) days following after (i) the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary, or (ii) an existing Subsidiary becoming a Material Subsidiary (other than an Excluded Subsidiary)in either case, or the time any existing Excluded such Subsidiary ceases to be an Excluded known as the "New Subsidiary"), cause to be delivered to the Administrative Agent for the benefit of the Lenders each of the following, following as applicable:
(a) if the New Subsidiary is a joinder agreement reasonably Domestic Subsidiary and has not previously delivered a Facility Guaranty, a Facility Guaranty executed by such New Subsidiary substantially in the form of EXHIBIT I;
(b) if the New Subsidiary is a Material Domestic Subsidiary or a Material Foreign Subsidiary and the Subsidiary Securities issued by the New Subsidiary that constitute 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 Pledged Interests substantially in the form attached hereto as EXHIBIT J (or, as to Pledged Interests issued by any Direct Foreign Subsidiary, in a form acceptable to the Required Lenders duly executed Agent);
(c) if the New Subsidiary is a Material Domestic Subsidiary or a Material Foreign Subsidiary and the Subsidiary Securities issued by such Domestic New Subsidiary sufficient to cause such Subsidiary to become a Guarantor, together with executed counterparts of each other Loan Document reasonably requested that constitute Pledged Interests shall be owned by the Required 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 such Pledged Interests;
(d) if the New Subsidiary is the owner of Subsidiary Securities of one or more Material Domestic Subsidiaries or Material Foreign Subsidiaries that constitute Pledged Interests, a Pledge Agreement by the New Subsidiary granting a Lien to the Agent, for the benefit of the Agent and the Lenders, including all Security Instruments and other documents necessary in such Pledged Interests, substantially in the form attached hereto as EXHIBIT J (or, as to Pledged Interests issued by any Direct Foreign Subsidiary, in a form acceptable to the Agent);
(e) if the Pledged Interests issued by the New Subsidiary, or reasonably requested to establish and preserve by a Material Subsidiary owned by the Lien New Subsidiary, constitute securities under Article 8 of the Administrative Agent in all Collateral Uniform Commercial Code (i) the certificates representing 100% of such Domestic SubsidiaryPledged Interests and (ii) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto;
(i) Uniform Commercial Code financing statements naming such Person on form UCC-1 or otherwise duly executed by the pledgor as “"Debtor” " and naming the Administrative Agent for the benefit of the Secured Parties 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 Administrative Agent for the benefit of the Secured Parties Agent and the Lenders 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 to be filed such financing statements)Subsidiary Securities, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity if the Pledged Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as may be necessary or reasonably required issued by the Administrative New Subsidiary, or by a Material Subsidiary owned by the New Subsidiary, do not constitute securities and the issuer thereof 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 the issuer, in form and substance acceptable to the Agent or and in which the Required Lenders 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 as necessary to establish and maintain a valid, perfected security interest in all Liens on such Collateral in which such Domestic Subsidiary has an interest consistent with the terms favor of the Loan DocumentsAgent 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;
(cg) upon the request of the Required Lenders, an opinion or opinions of counsel to each such Domestic the New Subsidiary and to any party pledging any Subsidiary Securities of the New Subsidiary, if any, dated as of the date of delivery of the Facility Guaranty and other Loan Documents provided for in this SECTION 9.20 (as applicable) and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, each of (which opinions opinion may be in form and substance, including include assumptions and qualifications contained therein, substantially of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.01(aSECTION 7.1(a)), to the effect (as applicable) that:
(i) the New Subsidiary and, if applicable, such pledgor 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 the other Loan Documents described in this SECTION 9.20 to which the New Subsidiary or pledgor 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 the other Loan Documents described in this SECTION 9.20 to which either or both of the New Subsidiary and the pledgor 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 each of the New Subsidiary and the pledgor, enforceable against the New Subsidiary and the pledgor, as the case may be, 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);
(diii) the Subsidiary Securities being pledged 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 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;
(iv) the Uniform Commercial Code financing statements on Form UCC-1 delivered to the Agent by the New Subsidiary and/or the pledgor in connection with the delivery of the Security Instruments of the New Subsidiary and/or the pledgor have been duly executed by the New Subsidiary and/or the pledgor 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 Agent for the benefit of the Agent and the Lenders the Lien on Collateral conferred under such Security Instruments to the extent such Lien may be perfected by Uniform Commercial Code filing;
(v) if the Pledged Interests owned by the New Subsidiary, or the Pledged Interests issued by the New Subsidiary, constitute securities under Article 8 of the Uniform Commercial Code, and such Pledged Interests are represented by certificates, possession of such certificated Pledged Interests by the Agent is sufficient to perfect in favor of the Agent and the Lenders a security interest in such Pledged Interests; and
(vi) in the event the New Subsidiary is a Material Foreign Subsidiary, that under the laws of the applicable foreign jurisdiction, all agreements, notices and other documents that are 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 the Agent under the applicable Security Instrument as against creditors of and purchasers for value from the holder of the 73 80 Pledged Interests has been duly executed, delivered, filed, recorded or taken, as the case may be; and
(h) current copies of the Organization Organizational Documents and Operating Documents of each such Domestic Subsidiarythe New Subsidiary and the pledgor, together with minutes of duly called and conducted meetings if any, certified resolutions (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required by such Organization Organizational Documents, Operating Documents or applicable law, of the shareholders, members or partners) of such Person the New Subsidiary and the pledgor, if any, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a BorrowerSECTION 9.20.
Appears in 1 contract
Sources: Credit Agreement (Gencorp Inc)
New Subsidiaries. As soon as practicable but in any event within 30 days following Simultaneously with the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time upon any previously existing Excluded Subsidiary ceases to be an Excluded Persons becoming a Subsidiary, 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 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 Lenders each of the Administrative following:
(i) an amendment to this Agreement executed by such Subsidiary whereby such Subsidiary becomes a Borrower in form and substance acceptable to the Agent; 54
(ii) an amendment to the Security Instruments executed by such Subsidiary whereby such Subsidiary grants to the Agent for the benefit of the Secured Parties the Lenders a Lien on the all its Collateral conferred under and such Security Instrument to the extent such Lien may be perfected by related Uniform Commercial Code filing (financing statements and the Borrower Agent shall file or cause to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements instruments as may be necessary or reasonably required by the Administrative Agent Agent;
(iii) an amendment to the Subordination Agreement executed by such Subsidiary whereby such Subsidiary becomes a party thereto and agrees to subordinate its debt or obligations to any Borrower to the Required Lenders 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 the terms Obligations contemplated under any of the Loan Documents;
(civ) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary dated as of the date of delivery of the amendments provided in the foregoing clauses (i) and (ii) and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those the opinions of counsel to the Borrowers delivered on the Closing Date to the Lenders pursuant to Section 5.01(a);6.1 hereof; and
(dv) current copies of the Organization Documents charter or other organizational documents and bylaws 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 charter or other organizational documents, bylaws or by applicable lawlaws, of the shareholders, members or partners) of such Person Subsidiary authorizing the actions and the execution and delivery of documents described in clauses (i) and (ii) of this Section 7.12, all certified 8.21 and evidence satisfactory to the Agent (confirmation of the receipt of which will be provided by the applicable Governmental Authority or appropriate officer as the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 other applicable anti-money laundering laws to the extent Lenders) that such information Subsidiary is requested by the Administrative Agent or the Lenders reasonably promptly Solvent as of such date and after written notice giving effect to the Administrative Agent of amendments to this Agreement and the proposed joinder of a BorrowerSecurity Agreement.
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days following Simultaneously with the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded each, a "New Subsidiary"), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent for the benefit of the Lenders each of the following, as applicable:
(a) if the New Subsidiary is a joinder agreement reasonably acceptable to Domestic Subsidiary, a Facility Guaranty executed by the Required Lenders New Subsidiary substantially in the form of Exhibit I;
(b) if the New Subsidiary is a Domestic Subsidiary, a Security Agreement of the New Subsidiary substantially in the form of Exhibit J, together with such Uniform Commercial Code financing statements on Form UCC-1 or otherwise duly executed by such Domestic Subsidiary as "Debtor" and naming the Agent for the benefit of the Agent and the 63 70 Lenders as "Secured Party", in form, substance and number sufficient in the reasonable opinion of the Agent and its special counsel to cause 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 the New Subsidiary that constitute 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 Pledged Interests substantially in the form attached hereto as Exhibit K (or, as to Pledged Interests issued by any Direct Foreign Subsidiary, in a form acceptable to the Agent), and if such Subsidiary to become a Guarantor, together with executed counterparts of each other Loan Document reasonably requested Securities shall be owned by the Required 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 such Subsidiary Securities;
(d) if the New Subsidiary is the owner of Subsidiary Securities that constitute Pledged Interests, a Pledge Agreement by the New Subsidiary granting a Lien to the Agent, for the benefit of the Agent and the Lenders, including all Security Instruments and other documents necessary in such Pledged Interests, substantially in the form attached hereto as Exhibit K (or, as to Pledged Interests issued by any Direct Foreign Subsidiary, in a form acceptable to the Agent);
(e) if the Pledged Interests issued by the New Subsidiary, or reasonably requested to establish and preserve by a Subsidiary owned by the Lien New Subsidiary, constitute securities under Article 8 of the Administrative Agent in all Collateral Uniform Commercial Code (i) the certificates representing 100% of such Domestic SubsidiaryPledged Interests and (ii) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto;
(i) Uniform Commercial Code financing statements naming such Person on form UCC-1 or otherwise duly executed by the pledgor as “"Debtor” " and naming the Administrative Agent for the benefit of the Secured Parties 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 Administrative Agent for the benefit of the Secured Parties Agent and the Lenders 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 to be filed such financing statements)Subsidiary Securities, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity if the Pledged Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as may be necessary or reasonably required issued by the Administrative Agent New Subsidiary, or by a Subsidiary owned by the Required Lenders all New Subsidiary, do not constitute securities and the issuer thereof has not elected to have such interests treated as necessary to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms securities under Article 8 of the Loan Documents;
(c) upon applicable Uniform Commercial Code, a control agreement from the request Registrar of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lendersissuer, in form and substance reasonably acceptable to the Administrative Agent and in which the Required LendersRegistrar (1) acknowledges that the pledgor is at the date of such acknowledgment the sole record, each and to its knowledge, beneficial owner of which opinions may be such Subsidiary Securities, (2) acknowledges the Lien 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 favor 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 conferred under the PATRIOT Act, Pledge Agreement and that such Lien will be reflected on the Beneficial Ownership Regulation or 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 the proposed joinder of a Borrower.registry for such
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days following (a) Promptly notify the acquisition or creation (by Division or otherwise) of Administrative Agent at the time that any Domestic Subsidiary becomes a Significant Subsidiary (other than an Excluded Subsidiary), ) or the time any existing Excluded Domestic Subsidiary ceases to be is acquired that constitutes a Significant Subsidiary (other than an Excluded Subsidiary) or any Domestic Subsidiary becomes a borrower under, or any Subsidiary becomes a guarantor of obligations of a Person incorporated in the United States under, the Revolving Credit Agreement (in each case, such subsidiary a “Required Subsidiary”) and within 60 days thereof 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 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 Lenders (A) a Facility Guaranty in form and substance satisfactory to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 a Guaranty Joinder Agreement, in each case executed by such Required Lenders all as necessary to establish and maintain a validSubsidiary, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(cB) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Required Subsidiary and dated as of the date of delivery of the Facility Guaranty or Guaranty Joinder Agreement addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required LendersAgent, 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);
(dC) current copies of the Organization Documents of each such Domestic Required Subsidiary, together with minutes of duly called and conducted meetings (or duly effected consent actionsD) documents 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 types referred to in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required LendersSections 5.01(a)(iii), all information (iv), and documentation reasonably requested (v), (E) a certificate signed 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 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 a Responsible Officer in form acceptable to the Administrative Agent setting forth the amount of assets and revenues of each of the proposed joinder Borrower and each of its Domestic Subsidiaries, and (F) any updates or supplements as necessary to ensure that Schedule 6.13 is accurate and complete as of the date of such financial statements; provided, however, that such Facility Guaranty and opinion shall not be required with respect to a Domestic Subsidiary (other than any Subsidiary that becomes a borrower under or guarantor of the Revolving Credit Agreement) that (1) is intended to be a Significant Subsidiary only temporarily as part of a Borrowerrestructuring plan or acquisition plan otherwise permitted by this Agreement, and (2) in fact ceases to be a Significant Subsidiary in accordance with such plan prior to the end of the 60‑day period described above; and provided, further, that no Excluded Subsidiary (that is not a borrower under, or a guarantor in respect of obligations of a Person incorporated in the United States under, shall be required to deliver a Facility Guaranty.
(b) If at any time the sum of the total assets (on a consolidated basis with their respective Domestic Subsidiaries) of Domestic Subsidiaries (other than Excluded Subsidiaries) that are not Guarantors exceeds in the aggregate 10% of the total assets of the Borrower (on a consolidated basis with its Domestic Subsidiaries), the Borrower shall promptly cause one or more additional Domestic Subsidiaries that do not constitute Significant Subsidiaries to become a Guarantor in order that after giving effect to such additional Guarantors, the sum of the total assets (on a consolidated basis with their respective Domestic Subsidiaries) of Domestic Subsidiaries (other than Excluded Subsidiaries) that are not Guarantors does not exceed in the aggregate 10% of the total assets of the Borrower (on a consolidated basis with its Domestic Subsidiaries).
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days following Simultaneously with the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded that is not a Subsidiary ceases to be an Excluded Subsidiaryof a Canadian Company, 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 Domestic Subsidiary;
(i) a Guaranty executed by such Subsidiary substantially in the form of Exhibit C;
(ii) a Subsidiary Security Agreement of such Subsidiary substantially in the form of Exhibit D, together with such Uniform Commercial Code financing statements on Form UCC-1 naming such Person Subsidiary as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties Lenders as “Secured Party,” ”, 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 and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties Lenders the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing filing;
(and iii) an amendment to the Borrower Agent shall file Pledge Agreement which results in all of the stock or cause other ownership interests of the Subsidiary to be filed such financing statements), subject to the Pledge Agreement and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (further deliver to the Agent all certificates of stock or other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements ownership interests as Agent may be necessary or reasonably required by the Administrative require in order for Agent or the Required Lenders all as necessary to establish and maintain perfect a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documentsstock or ownership interests;
(civ) upon the request of the Required Lendersif requested by Agent, an opinion of counsel to each such Domestic the 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 Administrative Agent and the Lenders, in form and substance reasonably acceptable as to the Administrative Agent due execution delivery and enforceability of the Guaranty and the Required Lenders, each of which opinions may be in form Subsidiary Security Agreement and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a)such other matters as reasonably required by the Agent;
(dv) current copies of the Organization Documents organizational 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 organizational documents, operating documents or applicable law, of the shareholders, members or partners) of such Person Subsidiary 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lenders7.01(g), 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 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 the proposed joinder of a Borrower.
Appears in 1 contract
Sources: Credit Agreement (QC Holdings, Inc.)
New Subsidiaries. As soon as practicable but in any event within 30 days following the acquisition or creation (by Division or otherwisea) of any Domestic Any new Subsidiary (other than an Excluded Subsidiary)Subsidiaries) created or acquired by a Borrower as permitted under s. 8.4 shall become a Borrower hereunder on or before the fifteenth (15th) Business Day after the end of the 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 the creation or the time any existing Excluded Subsidiary ceases to be an Excluded acquisition of such Subsidiary, cause by (i) signing a joinder agreement in substantially the form attached hereto as Exhibit E or entering into an amendment to be delivered this Credit Agreement and the Security Documents, as applicable, with the other parties hereto and thereto, in form and substance satisfactory to the Administrative Agent each Agent, providing that such Subsidiary shall become a Borrower hereunder, 100% of the followingstock (or in the case of a foreign Subsidiary, 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 65% of the Administrative Agent in all Collateral stock) and assets of such Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming which shall be pledged to the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient Lenders (subject 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 to be filed such financing statementsPermitted Liens), and (ii) pledge agreementsproviding such other documentation as the Administrative Agent may reasonably request, control agreementsincluding, Documents and original collateral without limitation, documentation with respect to the conditions specified in s. 10 hereof. In such event, the Administrative Agent is hereby authorized by the parties to amend Schedule 2 to include such new Subsidiary.
(including pledged Equity Interests b) The Parent shall at all times directly or indirectly through a Subsidiary own all of the shares of capital stock of each of the Subsidiaries (other than the Excluded Equity Interests)Subsidiaries) which are corporations, Securities and Instruments) and such other documents and agreements as may shares shall at all times be necessary or reasonably required by the Administrative Agent or the Required Lenders 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 the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed pledged to the Administrative Agent pursuant to the Securities Pledge Agreement. The Parent shall at all times directly or indirectly through one or more Subsidiaries own all of the partnership or membership interests in each of the Subsidiaries which are partnerships or limited liability companies, and such interests shall at all times be pledged to the Lenders, Administrative Agent pursuant to a partnership pledge agreement in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a BorrowerAgent.
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Waste Connections Inc/De)
New Subsidiaries. As soon as practicable but in any event within 30 days Business Days (or such longer period as the Administrative Agent shall agree, in its discretion) following the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable:
: (a) a joinder agreement reasonably acceptable to the Required Lenders Administrative Agent duly executed by such Domestic 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 Required LendersAdministrative Agent, 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 Domestic Subsidiary;; (b)
(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 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 (and the Borrower Agent shall file or cause to be filed such financing statements)filing, and (ii) pledge agreements, control agreements, Documents and original collateral (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 Agent, 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 the terms of the Loan Documents;
; (c) upon the request of the Required LendersAdministrative Agent, an opinion of counsel to each the Loan Parties and their Subsidiaries (including, without limitation, such Domestic Subsidiary Subsidiary) and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required LendersAgent, 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 officer, as the Required Lenders may electapplicable; and
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 (which shall require the consent of the Required Lenders)or Guarantor, all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance with applicable “know your know-your-customer” requirements under and customer due diligence documentation satisfactory to the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws 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 BorrowerBorrower 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 take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements and certificates as are reasonably requested by the Administrative Agent in connection therewith. 7.13 [Intentionally Omitted].
Appears in 1 contract
New Subsidiaries. As soon as practicable but (a) 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, Borrowers shall notify Agent of such event and, promptly thereafter (and in any event within 30 days following the acquisition or creation (by Division or otherwisesuch longer period as Agent may agree) of any Domestic cause each such new Restricted Subsidiary (other than that is not an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each for purposes 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 Domestic Subsidiary;
clauses (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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral below) to (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instrumentsi) and such other documents and agreements join this Agreement as may be necessary or reasonably required a Credit Party by the Administrative providing to Agent or the Required Lenders 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 the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lendersjoinder agreement, in form and substance reasonably acceptable satisfactory to Agent (which joinder agreement will specify whether such new Credit Party will be a “Borrower” hereunder), (ii) deliver to Agent a Guaranty, a supplement to the Administrative Agent U.S. Security Agreement or the Canadian Security Agreement, as applicable, and the Required Lenderssuch other security documents related to personalty, each of which opinions may be together with appropriate financing statements, all in form and substancesubstance reasonably satisfactory to Agent reasonably requested by Agent, together with appropriate financing statements, all in form and substance reasonably satisfactory to Agent, (iii) with respect to all new Restricted Subsidiaries (for the avoidance of doubt, including assumptions Excluded Subsidiaries) that are directly owned in whole or in part by a Credit Party, provide to Agent a supplement to the U.S. Security Agreement or the Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by it (or, in the case of the pledge under the U.S. Security Agreement of a Foreign Subsidiary, sixty-five percent (65%) of the total combined voting power of all classes of the issued and qualifications contained thereinoutstanding voting Capital Stock of such Foreign Subsidiary and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary, substantially similar in each case to those the extent that such Capital Stock does not constitute Excluded Property (as defined in the relevant security document)), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the 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 (iv) provide to Agent all other customary and reasonable documentation, including one or more opinions of counsel delivered pursuant reasonably satisfactory to Section 5.01(a);
(d) current copies of the Organization Documents of each Agent, which in its opinion is appropriate and customary with respect to 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 documentation referred to above. Upon execution and delivery of the Required Lenders may elect; and
(e) with respect to any joinder agreement by each new Restricted Subsidiary, such Restricted Subsidiary to shall become a Borrower hereunder, within three (3) Business Days prior to becoming Credit Party hereunder with the same force and effect as if originally named as a Borrower (which Credit Party herein. The execution and delivery of the joinder agreement shall not require the consent of any Credit Party or Lender hereunder. The rights and obligations of each Credit Party hereunder shall remain in full force and effect notwithstanding the Required Lenders)addition of any Credit Party hereunder. For the avoidance of doubt, all information no Foreign Subsidiary shall execute a Guaranty.
(b) Notwithstanding anything to the contrary contained herein, neither Borrower nor any Subsidiary of any Borrower shall be required to execute 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 Actdeliver any joinder agreement, the Beneficial Ownership Regulation Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other applicable anti-money laundering laws 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 extent such information is requested by the Administrative Agent or benefits to the Lenders reasonably promptly after written notice to the Administrative Agent of the proposed joinder of a such Borrower’s or such Subsidiary’s guaranty or security.
Appears in 1 contract
Sources: Revolving Loan Credit Agreement (XPO Logistics, Inc.)
New Subsidiaries. As soon as practicable but in any event within 30 days following Simultaneously with the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) if such Subsidiary is a joinder agreement reasonably acceptable to Domestic Subsidiary, a Facility Guaranty executed by such Subsidiary substantially in the Required Lenders form of EXHIBIT I;
(b) a 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 otherwise duly executed by such Domestic 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 to cause such Subsidiary to become a Guarantor, together with executed counterparts of each other Loan Document reasonably requested by in the Required Lenders, including all Security Instruments and other documents necessary or reasonably requested to establish and preserve the Lien 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 who has not then executed and delivered to the Administrative Agent a Pledge Agreement granting a Lien to the Collateral Agent, for the benefit of the Collateral Agent, the Administrative 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 K (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 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 Domestic SubsidiarySubsidiary Securities and (ii) duly executed, undated stock powers or other appropriate powers of assignment in blank affixed thereto;
(i) Uniform Commercial Code financing statements naming such Person on form UCC-1 or otherwise duly executed by the pledgor as “"Debtor” " and naming the Administrative Collateral Agent for the benefit of the Secured Parties 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 Administrative Collateral Agent for the benefit of the Secured Parties Collateral Agent, the Administrative Agent and the Lenders 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 to be filed such financing statements), Subsidiary Securities and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity if the Pledged Interests (other than Excluded Equity Interests), Securities and Instruments) issued by such Subsidiary do not constitute securities and such other documents 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 agreements as may be necessary or reasonably required by substance acceptable to the Administrative Agent or and in which the Required Lenders 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 as necessary to establish and maintain a valid, perfected security interest in all Liens on such Collateral in which such Domestic Subsidiary has an interest consistent with the terms favor of the Loan DocumentsCollateral Agent for the benefit of the Collateral Agent, the Administrative Agent and the Lenders have been released or terminated, and (4) 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 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;
(cf) upon a supplement to the request of appropriate schedule attached to the Required Lendersappropriate 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);
(g) an opinion of counsel to each such Domestic 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 Collateral Agent, the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, each of (which opinions opinion may be in form and substance, including include assumptions and qualifications contained therein, substantially of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.01(aSECTION 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;
(dii) 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) 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 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 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 the Lenders the Lien on Collateral conferred under such Security Instruments to the extent such Lien may be perfected by Uniform Commercial Code filing; and
(v) in the case of Direct Foreign Subsidiaries only, that under the laws of the applicable foreign jurisdiction, all agreements, notices and other documents that are 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 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, delivered, filed, recorded or taken, as the case may be; and
(h) current copies of the Organization Organizational Documents and Operating 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 Organizational Documents, Operating Documents or applicable law, of the shareholders, members or partners) of such Person Subsidiary 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrower9.19.
Appears in 1 contract
Sources: Credit Agreement (Ameristeel Corp)
New Subsidiaries. As soon as practicable but in any event within Within 30 days following Business Days after the date ---------------- of the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), by the Borrower or a Subsidiary of the time any existing Excluded Borrower or in the case of a Non-Wholly Owned ASC Subsidiary ceases to be an Excluded which becomes a Wholly-Owned Subsidiary, such Person will 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 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 Lenders each of the following:
(i) in the case of a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, a joinder to the Guaranty, the Guarantor Pledge Agreement and the Guarantor Security Agreement;
(ii) in the case of a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, if such Subsidiary is a corporation, a limited liability company or a partnership that has issued certificates evidencing ownership of interests therein, the capital stock or, if applicable, certificates of ownership of such limited liability company or partnership, as “Secured Party,” the case may be, of such Person pertaining thereto, together with duly executed stock powers or powers of assignment in formblank affixed thereto;
(iii) in the case of a Subsidiary other than a Non-Wholly-Owned ASC Subsidiary, if such Subsidiary is a limited liability company or a partnership not described in clause (ii) immediately above, an acknowledgment of security interest of such limited liability company or partnership, 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 satisfactory to the Agent;
(iv) a supplement to the appropriate schedules attached to the Collateral Documents to reflect the acquisition by the Borrower or, a Subsidiary (other than a Non-Wholly-Owned ASC Subsidiary) of the Borrower, of such Subsidiary, certified as true, correct and number complete by the Authorized Officer of the relevant Credit Party (provided that the failure to deliver such supplement shall not impair the rights conferred under the Collateral Documents in after acquired Collateral and Pledged Collateral);
(A) such Subsidiary is duly organized, validly existing and 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 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, as applicable, 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 be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary to perfect create a security interest in favor of the Administrative Agent for in the benefit of the Secured Parties the Lien on the Pledged 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 to be filed such financing statements)Collateral, and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as the case may be necessary or reasonably required by the Administrative Agent or the Required Lenders 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 the terms of the Loan Documentsbe;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, 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);
(dvi) current copies of the Organization Documents charter documents, including, limited liability agreements and certificates of each formation, partnership agreements and certificates of limited partnership, if applicable, and bylaws of such Domestic Subsidiary, together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, members, partners, or appropriate committees thereof (and, if required by such Organization Documents charter documents, bylaws or by applicable lawlaws, of the shareholders, members or partners) of such Person Subsidiary authorizing the actions and the execution and delivery of documents described in this Section 7.12, all certified 7.1.2 and evidence satisfactory to the Agent (confirmation of the receipt of which will be provided by the applicable Governmental Authority or appropriate officer Agent to the Lenders) that such Subsidiary is Solvent as of such date and after giving effect to the Required Lenders may elect; and
(e) with respect to execution of any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lenders), all information and documentation reasonably requested documents required by clause (and results satisfactory toi) Administrative Agent and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or 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 the proposed joinder of a Borrowerabove.
Appears in 1 contract
New Subsidiaries. As soon as practicable but The Borrowers shall, at their own expense promptly, and in any event within 30 days following twenty (20) Business Days after the formation or acquisition or creation (by Division or otherwise) of any Domestic Subsidiary by any Loan Party (other than an Excluded Subsidiary), ) or the time after any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to Subsidiary (A) notify the Administrative Agent each of the following, as applicable:
such event in writing (a) a joinder agreement reasonably acceptable to the Required Lenders duly executed by such Domestic Subsidiary sufficient to extent notice has not already been provided in accordance with Section 5.01(a)(viii)), (B) cause such Subsidiary to execute and deliver or otherwise become a Guarantor, together with executed counterparts of party to the Guaranty and to become a party to the Security Agreement and each other Loan Document reasonably requested by applicable Security Document, in each case in accordance with the Required Lenders, including all terms thereof and amend the Security Instruments and other documents necessary or reasonably requested to establish and preserve the Lien of the Administrative Agent Documents as appropriate in all Collateral light of such Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming event to pledge to the Administrative Agent for the benefit of itself and the Secured Parties as “Secured Party,” in formLenders 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, substance and number sufficient provided that any Excluded Subsidiary that ceases to be filed 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 all 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 applicable laws of jurisdictions outside of the United States), (D) cause each document (including each Uniform Commercial Code financing statement and each filing offices and 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 all jurisdictions in which filing is necessary order to perfect create in favor of the Administrative Agent Agent, for the benefit of the Secured Parties the Lien Lender Parties, a valid, legal and perfected first-priority security interest in and lien on the Collateral conferred under such Security Instrument subject to the extent such Lien may Security Documents to be perfected by Uniform Commercial Code filing so filed, registered or recorded and evidence thereof delivered to the Administrative Agent, (and the Borrower Agent shall file E) deliver (or cause the appropriate Person to be filed deliver) the Organizational Documents, certificates, resolutions and other documents that would have been required of such financing statements), Subsidiary under clause (a) of Schedule 3.01 if such Subsidiary had been a Borrower on the Sixth Restatement Effective Date and (iiF) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, deliver an opinion of counsel to each such Domestic Subsidiary in form and addressed substance satisfactory to the Administrative Agent with respect to each new Guarantor, the pledge of the Equity Securities of each Subsidiary, and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, 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 other matters set forth in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lenders5.01(j), 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 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 the proposed joinder of a Borrower.
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days following the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) a joinder agreement reasonably acceptable to the Required Lenders Administrative Agent duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become a GuarantorGuarantor (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 hereunder), together with executed counterparts of each other Loan Document reasonably requested by the Required LendersAdministrative Agent, 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 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 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 (and the Borrower Agent shall file or cause to be filed such financing statements)filing, and (ii) pledge agreements, control agreements, Documents and original collateral (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 Agent, 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 the terms of the Loan Documents;
(c) upon the request of the Required LendersAdministrative 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 and the Required LendersAgent, 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 the Required Lenders Administrative Agent may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required LendersAdministrative 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 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 the proposed joinder of a Borrower.
Appears in 1 contract
New Subsidiaries. As soon as practicable but in Neither Borrower nor any event within 30 of its Subsidiaries will form, create or acquire any Subsidiary without the prior written consent of Lender, unless (a) Lender is provided not less than thirty (30) days following prior written notice by Borrower of the acquisition intention to create or creation acquire such new Subsidiary, (by Division or otherwiseb) of any Domestic if such new Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases is to be an Excluded acquired, such Acquisition is a Permitted Acquisition, and (c) contemporaneously with the actual creation or acquisition of such new Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable:
, Borrower causes (ai) each such Subsidiary that is a joinder agreement reasonably acceptable Domestic Subsidiary to the Required Lenders duly executed become an Obligor, by execution and delivery to Lender, of a Guaranty or a Joinder Agreement (if a Joinder Agreement is requested by Lender in lieu of a Guaranty), (ii) 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 Collateral now or hereafter owned by such Domestic Subsidiary sufficient (subject to the limitations of Section 5.11), (iii) sixty-five percent (65%) of the issued and outstanding Equity Interests of each Subsidiary that is a non-Domestic Subsidiary (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2) in each foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to become be subject at all times to a Guarantorfirst priority, 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 perfected Lien of the Administrative Agent in all Collateral of such 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 Lender pursuant to the benefit terms and conditions of the Secured Parties Credit Documents or other security documents as 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 Lender shall file or cause to be filed such financing statements)reasonably request., and (iiiv) pledge agreementseach such Subsidiary to deliver to Lender such related certificates, control agreements, Documents legal opinions and original collateral documents (including pledged Equity Interests (other than Excluded Equity Interests), Securities and InstrumentsOrganizational Documents) and such other documents and agreements as Lender may be necessary or reasonably required by the Administrative Agent or the Required Lenders 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 the terms of the Loan Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrowerrequire.
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days following Each Borrower shall, at its own expense prior to the acquisition or creation (by Division or otherwise) designation of any Domestic direct or indirect Restricted Subsidiary of such Borrower after the date hereof (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to i) notify 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 Domestic Subsidiary;
event, (iii) Uniform Commercial Code financing statements naming amend the Security Documents as appropriate in light of such event to pledge the Equity Securities of such Person as “Debtor” and naming to the Administrative Agent for the benefit of itself and the Secured Parties as “Secured Party,” Lenders and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (iii) promptly 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 formblank, (iv) cause each Person that becomes a direct or indirect Restricted Subsidiary of such Borrower after the date hereof to become a Guarantor pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, (v) cause each Person that becomes a direct or indirect Restricted Subsidiary after the date hereof to execute a pledge and number sufficient security agreement in form and substance satisfactory to be filed in all the Administrative Agent, and (vi) cause each document (including each Uniform Commercial Code financing statement and each filing offices and with respect to intellectual property owned by each Person that becomes a direct or indirect 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 all jurisdictions in which filing is necessary order to perfect create in favor of the Administrative Agent for the benefit of itself and the Secured Parties the Lien Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral conferred under such Security Instrument subject to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause Security Documents to be filed such financing statements)so filed, registered or recorded and (ii) pledge agreements, control agreements, Documents and original collateral (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 evidence thereof delivered to the Administrative Agent or Agent; PROVIDED, HOWEVER, that in the Required Lenders case of any Restricted Subsidiary which is the holder of a Gaming License, Argosy shall use its best efforts to cause all as necessary Governmental Authorities to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with consent to the terms pledge of the Loan Documents;
(c) upon the request Equity Securities of the Required Lenders, an opinion of counsel to each such Domestic Restricted Subsidiary and addressed to the Administrative Agent for the benefit of itself and the Lenders, in form and substance Lenders as soon as reasonably acceptable to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrowerpracticable.
Appears in 1 contract
Sources: Credit Agreement (Argosy Gaming Co)
New Subsidiaries. As soon as practicable but Within thirty (30) days (or such longer period of time agreed to by the Administrative Agent in any event within 30 days following its reasonable discretion) after (x) the acquisition or creation (by Division or otherwise) of any Domestic new Material Subsidiary permitted by this Agreement (other than an Excluded Subsidiary)a Subsidiary of Global Holdings) or (y) the purchase by the Borrower or any Restricted Subsidiary of the capital stock of any Person, or which purchase results in such Person becoming a Material Subsidiary of the time any existing Excluded Borrower permitted by this Agreement, the Borrower shall cause (a) such Material Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered execute and deliver to the Administrative Agent each of the following, as applicable:
(ai) a joinder agreement reasonably acceptable supplement to the Required Lenders duly executed by Guaranty in substantially the same form as Annex 1 to the Guaranty, (ii) a supplement to the Security Agreement in substantially the same form as Annex 1 to the Security Agreement, (iii) if such Domestic Material Subsidiary sufficient owns any Equity Interests in any other Person, a supplement to cause Pledge Agreement in substantially the same form as Annex 1 to the Pledge Agreement, and (iv) such Subsidiary evidence of corporate, partnership or limited liability company authority to become a Guarantorenter into such supplements to the Guaranty, together with executed counterparts of each other Loan Document Security Agreement, and Pledge Agreement as the Administrative Agent may reasonably request and, if requested by the Required LendersAdministrative Agent, 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 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion opinions of counsel to each such Domestic Material Subsidiary and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require cover, among other things, the consent legality, validity, binding effect and enforceability of the Required Lendersdocumentation referred to in clause (a), all information ) and documentation reasonably requested by (and results satisfactory tob) Administrative Agent and each Lender for purposes the equity holder of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws such Material Subsidiary to execute an amendment to the extent Pledge Agreement pledging 100% of the Equity Interest owned by such information is requested by equity holder of such Material Subsidiary and such evidence of corporate, limited liability company or partnership authority to enter into such amendment to the Pledge Agreement as the Administrative Agent or may reasonably request, along with share certificates pledged thereby and appropriately executed stock powers in blank, if applicable; provided that, no new Material Subsidiary that is a controlled foreign corporation under Section 957 of the Lenders reasonably promptly after written notice Code shall be required to enter into supplements to the Administrative Agent Guaranty, Security Agreement or Pledge Agreement and the Borrower or any Restricted Subsidiary domiciled in the U.S. that is an equity holder of a controlled foreign corporation under Section 957 of the proposed joinder Code shall only be required to pledge 65% of a Borrowerthe Equity Interest of such controlled foreign corporation pursuant to the Pledge Agreement.
Appears in 1 contract
New Subsidiaries. As soon as practicable but With respect to any new Subsidiary created, acquired, formed, established, organized or incorporated after the Closing by any Corporate Obligor or any of its existing Subsidiaries, promptly, and in any event within 30 days following thirty (30) days, after the acquisition creation, acquisition, formation, organization or creation (by Division or otherwise) incorporation of any Domestic Subsidiary (other than an Excluded such new Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable:
(a) cause such new Subsidiary to (i) execute and deliver to Lender any such Security Instruments as Lender may require in its sole but reasonable discretion, and any joinders to the Security Instruments (expressly including, without limitation, executing a joinder agreement reasonably acceptable to the Required Lenders duly executed by Security Agreement); (ii) execute and deliver to Lender a Guaranty providing the for the continuing, irrevocable, absolute, unconditional and unlimited guarantee of the Indefeasible Satisfaction of all Obligations (and in such Domestic Subsidiary sufficient form as Lender may dictate or provide (or cause its counsel to cause provide)); and (iii) take all actions necessary or desirable to grant to Lender a perfected security interest in the Collateral described in the Security Instruments with respect to such Subsidiary to become a Guarantornew Subsidiary, together including the filing of UCC-1 financing statements (and/or any continuations or amendments with executed counterparts of each other Loan Document reasonably requested respect thereto) in such jurisdictions as may be required by the Required Lenders, including all Security Instruments and other documents necessary or reasonably by law or as may be requested to establish and preserve the Lien of the Administrative Agent Lender in all Collateral of such Domestic Subsidiaryits sole but reasonable discretion;
(ib) Uniform Commercial Code financing statements naming if requested and deemed necessary or advisable by Lender (in its sole but reasonable discretion) execute and deliver to Lender such Person as “Debtor” and naming supplements or amendments to any Security Instruments (including, without limitation, 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 to be filed such financing statementsAgreement), and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and or any such other documents documents, in each case acceptable to Lender and agreements as may be it deems necessary or reasonably required by the Administrative Agent or the Required Lenders all as necessary advisable (in its sole but reasonable discretion) to establish and maintain grant to Lender a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan DocumentsEquity Interests of such new Subsidiary that is/are owned by any such Corporate Obligor or any other of its Subsidiaries;
(c) upon the request deliver to Lender a secretary’s (or a manager’s, partner’s, trustee’s or other comparable) certificate of the Required Lenderssuch new Subsidiary, an opinion of counsel together with Charter Documents and appropriate resolutions attached as exhibits or schedules thereto; and
(d) if requested by Lender in its reasonable discretion, deliver to each such Domestic Subsidiary and addressed Lender legal opinions relating to the Administrative Agent and the Lendersmatters described above, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, each of which opinions may shall be in form and substance, including assumptions and qualifications contained thereinfrom counsel, substantially similar reasonably satisfactory 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a BorrowerLender.
Appears in 1 contract
New Subsidiaries. As soon as practicable but The Borrower shall, at its own expense promptly, and in any event (i) within ten (10) Business Days (or such longer period as may be agreed to by the Administrative Agent) after the formation of any Domestic Subsidiary or any Foreign Subsidiary or the date any Domestic Subsidiary that was initially an Excluded Subsidiary ceases to be an Excluded Subsidiary or (ii) as of the date of the acquisition of any Domestic Subsidiary or any Foreign Subsidiary (or with respect to any Domestic Subsidiary becoming a party to the Guaranty, the Pledge Agreement and each other applicable Security Document in accordance with the terms thereof as contemplated by clause (B), within 30 days following (or such longer period as may be agreed to by the Administrative Agent) after such acquisition as contemplated by Section 5.02(d)(ii)(I)):
(A) notify the Administrative Agent of such event in writing and provide a certificate of a Responsible Officer certifying, with respect to such Subsidiary, (1) its jurisdiction of organization, (2) class of its Equity Securities, (3) number of Equity Securities of each such class issued and outstanding, (4) percentages of Equity Securities of each such class owned directly or creation indirectly by a Loan Party and whether such Loan Party owns such Equity Securities directly or, if not, the Subsidiary of such Loan Party that owns such Equity Securities and the number of Equity Securities and percentages of Equity Securities of each such class owned directly or indirectly by such Loan Party and (5) that all of the outstanding Equity Securities of such Subsidiary owned by Division or otherwisea Loan Party are owned beneficially and of record by such Loan Party free and clear of all adverse claims,
(B) of any cause each Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary but including each Domestic Subsidiary that ceases to be an Excluded Subsidiary, 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 Guarantorparty to the Guaranty, together with executed counterparts of the Pledge Agreement and each other Loan applicable Security Document in accordance with the terms thereof, execute additional Security Documents (including foreign pledge agreements (or the foreign equivalent thereof)) if reasonably requested by the Required Lenders, including all Security Instruments and other documents necessary or reasonably requested to establish and preserve the Lien of Administrative Agent (provided that the Administrative Agent agrees to consider the costs and benefits of any such requests in all Collateral its reasonable business judgment) and amend the Security Documents as appropriate in light of such Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming event to pledge to the Administrative Agent for the benefit of itself and the Secured Parties Lenders (1) 100% of the Equity Securities of each such Person which becomes a Domestic Subsidiary of the Borrower or any Guarantor (or, in the case of a domestic Non-Wholly-Owned Subsidiary, such lesser percentage owned by the Borrower and the Guarantors) 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) (or, in the case of a domestic Non-Wholly-Owned Subsidiary, such lesser percentage owned by the Borrower and the Guarantors) and 66% (or 100% in the case of any first-tier Foreign Subsidiary that is a disregarded entity, partnership or grantor trust (i.e., a flow-through entity) for U.S. federal income tax purposes (or, in the case of a domestic Non-Wholly-Owned Subsidiary, such lesser percentage owned by the Borrower and the Guarantors)) 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 first-tier Foreign Subsidiary of the Borrower or any Guarantor 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 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 “Secured Partymay 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, provided that the Administrative Agent agrees to consider the costs and benefits of requesting any such steps in its reasonable business judgment),” in form, substance and number sufficient to be filed in all
(D) cause each document (including each Uniform Commercial Code filing offices and financing statement ) required by law or requested by the Administrative Agent to be filed, registered or recorded in all jurisdictions in which filing is necessary order to perfect create in favor of the Administrative Agent for the benefit of the Secured Parties the Lien Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral conferred under such Security Instrument subject to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause Security Documents to be filed such financing statements)so filed, registered or recorded and (ii) pledge agreements, control agreements, Documents and original collateral (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 evidence thereof delivered to the Administrative Agent or the Required Lenders 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 the terms of the Loan Documents;Agent,
(cE) upon the request of the Required Lenders, deliver an opinion of counsel to each such Domestic Subsidiary in form and addressed substance satisfactory to the Administrative Agent with respect to each new Guarantor and all documents executed by such Guarantor and/or the applicable Loan Party and the Lenderssecurity documents and foreign pledge agreements (or the foreign equivalent thereof) delivered by such Loan Party in respect of any Foreign Subsidiary, and
(F) deliver to the Administrative Agent the same organization documents, resolutions, certificates, lien searches and other matters set forth in Schedule 3.01(b) and (d) with respect to such new Guarantor as required to be delivered with respect to the Borrower on the date hereof, in form and substance reasonably acceptable satisfactory to the Administrative Agent Agent. It is understood and the Required Lenders, 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 agreed that as of the Organization Documents of each such Domestic SubsidiaryClosing Date, together with minutes of duly called Red Envelope Entertainment, LLC is an Excluded Subsidiary and conducted meetings (or duly effected consent actions) of is not required to execute and deliver 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 other applicable anti-money laundering laws to the extent such information is requested by the Administrative Agent Guaranty or the Lenders reasonably promptly after written notice Pledge Agreement until such time as Red Envelope Entertainment, LLC ceases to the Administrative Agent of the proposed joinder of a Borrowerbe an Excluded Subsidiary.
Appears in 1 contract
Sources: Credit Agreement (Netflix Inc)
New Subsidiaries. As soon as practicable but in any event within 30 Within seven (7) days following of the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Material Subsidiary, cause to be delivered to the Administrative Collateral Agent for the benefit of the Secured Parties each of the following, as applicable:
(a) a joinder agreement reasonably acceptable to the Required Lenders duly 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 sufficient to cause owns collateral of the type covered by such Subsidiary to become a GuarantorSecurity Instrument, substantially in the form of Exhibit K, L and M, 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 Domestic Subsidiary;
(i) such Uniform Commercial Code financing statements naming on Form UCC-1 or otherwise duly executed by such Person Material Subsidiary as “"Debtor” " and naming the Administrative Collateral Agent for the benefit of the 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 customary documents, certificates and agreements as the Collateral Agent may reasonably request in order to establish and maintain its Lien on any property of such Material Subsidiary covered thereby;
(c) if the Subsidiary Securities issued by such Material 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 Lender and the other Secured Parties, in such equity interests, a Pledge Agreement executed by the Subsidiary that directly owns such Material Subsidiary Securities substantially in the form attached hereto as Exhibit K (or, as to the Pledged Interests issued by any Direct Foreign Subsidiary, in a form acceptable to the Collateral 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 such Subsidiary Securities; 51 58
(d) if the Pledged Interests issued by such Material 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 Material Subsidiary do not constitute securities and such Material 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 duly executed by the pledgor as "Debtor" and naming the Collateral Agent for the benefit of the Lender and the other 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 and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Collateral Agent for the benefit of the Secured Parties the Lien on such Subsidiary Securities and (B) a control agreement from the Registrar of such Material Subsidiary, in form and substance 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 Lender and the other Secured Parties have been released or terminated, and (4) agrees that upon receipt of notice from the Collateral 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) 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 the failure to deliver such supplement shall not impair the rights conferred under the Security Instruments in after acquired Collateral);
(g) an opinion of counsel to the Material Subsidiary dated as of the date of delivery of the Facility Guaranty and other Loan Documents provided for in this Section 7.23 and addressed to the Collateral Agent and the Secured Parties, in form and substance reasonably acceptable to the Lender and the Collateral 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 Material 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 7.23 to which such Material 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 7.23 to which such Material 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 Material Subsidiary, enforceable against such Material 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) the Subsidiary Securities of such Material 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 create a valid security interest in favor of the Collateral Agent for the benefit of the Secured Parties in such Subsidiary Securities as constitute Pledged Interests; and
(iv) the Uniform Commercial Code financing statements on Form UCC-1 delivered to the Collateral Agent by the Material Subsidiary in connection with the delivery of the Security Instruments of such Material Subsidiary have been duly executed by the Material 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 Collateral Agent for the benefit of the Secured Parties the Lien on Collateral conferred under such Security Instrument Instruments to the extent such Lien may be perfected by Uniform Commercial Code filing filing; and
(v) in the case of Direct Foreign Subsidiaries only, that under the laws of the applicable foreign jurisdiction, all agreements, notices and the Borrower Agent shall file or cause other documents that are required to be executed, delivered, filed or recorded and all other action required to be taken, within or pursuant to the laws of such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 jurisdiction to perfect the Administrative Agent or the Required Lenders all as necessary to establish and maintain a valid, perfected security interest Lien conferred in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms favor of the Loan Documents;Collateral 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, delivered, filed, recorded or taken, as the case may be; and
(c) upon the request of the Required Lenders, 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 and the Required Lenders, 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);
(dh) current copies of the Organization Organizational Documents and Operating Documents of each such Domestic Material 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 Organizational Documents, Operating Documents or applicable law, of the shareholders, members or partners) of such Person Material Subsidiary 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrower7.23.
Appears in 1 contract
New Subsidiaries. As soon Within thirty (30) days (or such longer period as practicable but in any event within 30 days following the Administrative Agent may agree) after (x) the acquisition or creation (by Division or otherwise) formation of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time ) and (y) any existing Excluded Subsidiary ceases to be an Excluded Subsidiary:
(i) 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 be delivered (A) become a Guarantor by executing and delivering to the Administrative Agent each of the following, a Joinder Agreement or such other document 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 shall deem appropriate for such 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 to be filed such financing statements), purpose and (iiB) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed deliver to the Administrative Agent documents of the types referred to in clauses (iv) and the Lenders, in form (v) of Section 5.01(a) (Conditions Precedent to Initial Borrowings) and substance reasonably favorable opinions of counsel to such Person acceptable to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require cover, among other things, the consent legality, validity, binding effect and enforceability of the Required Lendersdocumentation referred to in the preceding clause (A), all information in form, content and documentation scope 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 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 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 this clause (ii) so long as the aggregate amount of assets owned by all Immaterial Subsidiaries that are not Guarantors does not, as of any date of determination, exceed $250,000 in the proposed joinder of a Borroweraggregate.
Appears in 1 contract
Sources: Senior Unsecured Term Loan Agreement (Psychiatric Solutions Inc)
New Subsidiaries. As soon as practicable but in any (a) In the event within 30 days following of the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, 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 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,” Lenders a Stock Pledge Agreement with respect to the capital stock of such Subsidiary substantially in formthe form of Exhibit G hereto within twenty (20) Business Days of the acquisition or creation of a Subsidiary; provided, substance and number sufficient 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 Material Subsidiary, or upon any previously existing Person becoming a Material Subsidiary, cause to be filed in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary delivered to perfect in favor of the Administrative Agent for the benefit of the Secured Parties Lenders each of the Lien on following indicated to be delivered by such Material Subsidiary within twenty (20) Business Days of the Collateral conferred under such Security Instrument acquisition or creation of a Material Subsidiary or, with respect to an existing Person becoming a Material Subsidiary, within twenty (20) Business Days of delivery of financial statements pursuant to Section 9.1(a) or (b) hereof with respect to the extent such Lien may be perfected by Uniform Commercial Code filing (and fiscal quarter of the Borrower Agent shall file during which such Person acquired such assets or cause achieved such net income as to be filed become a Material Subsidiary:
(i) a Guaranty executed by such financing statements)Material Subsidiary, and substantially in the form of Exhibit E attached hereto;
(ii) a Stock Pledge Agreement with respect to the capital stock of such Material Subsidiary substantially in the form of Exhibit G hereto; provided, however, that if such Material Subsidiary is a foreign Material Subsidiary such pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements as may of capital stock shall only be necessary required if the owner thereof is the Borrower or reasonably required by the Administrative Agent or the Required Lenders 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 the terms of the Loan Documentsdomestic Subsidiary;
(ciii) upon a Security Agreement executed by such Material Subsidiary, substantially in the request 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 the Required Lenders, form of Exhibit K attached hereto;
(v) an opinion of counsel to each such Domestic Material Subsidiary dated as of the date of delivery of the other documents required to be delivered pursuant to this Section 9.21 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable identical to the Administrative Agent and the Required Lenders, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those opinions opinion of counsel delivered pursuant to Section 5.01(a);7.1 hereof with respect to any Guarantor on the Closing Date; and
(dvi) current copies of the Organization Documents charter or other organizational documents, any bylaws of each such Domestic Material 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 charter 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrower.other
Appears in 1 contract
Sources: Credit Agreement (Bec Group Inc)
New Subsidiaries. As soon as practicable but in any event within 30 days following (i) Within thirty (30) Business Days of the acquisition or creation (by Division or otherwise) formation of any Domestic Restricted Subsidiary, acquisition of a Restricted Subsidiary (other than an Excluded Subsidiary), or the at any time any existing Excluded a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Parent Borrower shall notify 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 Domestic Subsidiary;event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree)
(i) Uniform Commercial Code financing statements naming cause each such Person 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 “Borrower” hereunder) and (B) a supplemental Guaranty in the form attached hereto as “Debtor” Exhibit G, and naming the Administrative to deliver to Agent for the benefit of the Secured Parties as “Secured Party,” in formsuch security documents, 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 to be filed such together with appropriate financing statements), reasonably requested by Agent, all in form and substance reasonably satisfactory to Agent, and (ii) pledge agreementsprovide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, control agreementsincluding, Documents to the extent requested by Agent, one or more opinions of counsel reasonably satisfactory to Agent, which in its opinion is appropriate and original collateral 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.
(including pledged Equity Interests ii) Notwithstanding anything to the contrary contained herein, neither Borrower nor any Subsidiary of any Borrower shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any property held by it if such action (A) for reasons of cost, legal limitations or other than Excluded Equity Interests), Securities matters is unreasonably burdensome in relation to the benefits to the Lenders of such Borrower’s or such Subsidiary’s guaranty or security as reasonably determined by Parent Borrower and Instruments) and such other documents and agreements as may be necessary or reasonably required by the Administrative Agent or (B) is Excluded Property or otherwise would not be required with respect to the Required Lenders all as necessary Collateral owned by a Loan Party pursuant to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Collateral Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrower.
Appears in 1 contract
Sources: Revolving Credit Agreement (Gap Inc)
New Subsidiaries. As soon The Borrower shall only form or acquire direct or indirect Subsidiaries which are in the same business as practicable but the Borrower. The Borrower shall, at its own expense, promptly, and in any event within 30 days following ten (10) Business Days after the formation or acquisition or creation (by Division or otherwise) of any Domestic new direct or indirect Subsidiary of the Borrower after the date hereof (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to i) notify the Administrative Agent each of such event, (ii) amend the following, Security Documents as applicable:
(a) a joinder agreement reasonably acceptable appropriate in light of such event to pledge 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 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,” 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 formblank, (iv) cause each such Person that becomes a direct or indirect Subsidiary after the date hereof to execute a pledge and security agreement in form and substance and number sufficient satisfactory to be filed in all the Administrative Agent, (v) cause each document (including each Uniform Commercial Code financing statement and each filing offices and with respect to intellectual property owned by each such Person that 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 all jurisdictions in which filing is necessary order to perfect create in favor of the Administrative Collateral Agent for the benefit of the Secured Parties the Lien Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral conferred under such Security Instrument subject to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause Security Documents to be filed so filed, registered or recorded and evidence thereof delivered to the Administrative Agent (provided that no filing shall be required with respect to intellectual property if the Administrative Agent determines that such financing statementsproperty is not material to the business of such Subsidiary), and (iivi) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, deliver an opinion of counsel to each such Domestic Subsidiary in form and addressed substance satisfactory to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require each such Person and the consent of 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 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 the proposed joinder of a Borrowermatters set forth in this section.
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days following (i) Within thirty (30) Business Days of the acquisition or creation (by Division or otherwise) formation of any Domestic Restricted Subsidiary, acquisition of a Restricted Subsidiary (other than an Excluded Subsidiary), or the at any time any existing Excluded a Subsidiary becomes a Restricted Subsidiary or ceases to be an Excluded Subsidiary, 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 delivered a “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 Administrative Agent each of U.S. Security Agreement or the followingapplicable Canadian Security Agreement, as applicable:
, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by it (aor, 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 joinder agreement reasonably acceptable 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 Required Lenders duly executed extent that such Capital Stock does not constitute Excluded Property), as shall be requested by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantor, Agent together with executed counterparts of each appropriate certificates and powers or financing statements under the UCC or the PPSA, as applicable, or other Loan Document reasonably requested by the Required Lenders, including all Security Instruments and applicable personal property or moveable property registries or other documents necessary or reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lenderspledge, in form and substance reasonably acceptable satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the Administrative Agent and the Required Lendersextent requested by Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those one or more opinions of counsel delivered pursuant reasonably satisfactory to Section 5.01(a);
(d) current copies of the Organization Documents of each Agent, which in its opinion is appropriate and customary with respect to 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 documentation referred to above. Upon execution and delivery of the Required Lenders may elect; and
(e) with respect to any Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary to shall become a Borrower hereunder, within three (3) Business Days prior to becoming Loan Party hereunder with the same force and effect as if originally named as a Borrower (which 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 Required Lenders)addition of any Loan Party hereunder.
(ii) Notwithstanding anything to the contrary contained herein, all information neither Borrower nor any Subsidiary of any Borrower shall be required to execute 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 Actdeliver any joinder agreement, the Beneficial Ownership Regulation Guaranty, Collateral Document or any other document or ▇▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other applicable anti-money laundering laws property held by it if such action (A) for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the extent benefits to the Lenders of such information is requested Borrower’s or such Subsidiary’s guaranty or security as reasonably determined by the Administrative Parent Borrower and Agent or the Lenders reasonably promptly after written notice (B) is Excluded Property or otherwise would not be required with respect to the Administrative Agent Collateral owned by a Loan Party pursuant to the terms of the proposed joinder of a BorrowerCollateral Documents.
Appears in 1 contract
Sources: Revolving Credit Agreement (Gap Inc)
New Subsidiaries. As soon as practicable but in Notify the Administrative Agent at the time that any event within Person becomes a Significant Subsidiary that is a Domestic Subsidiary or a Foreign Subsidiary, and
(a) Within 30 days following (in the acquisition or creation case of clause (by Division or otherwisei)) and 60 days (in the case of clause (ii)) of the formation or acquisition of any Domestic Significant Subsidiary (other than an Excluded Subsidiary), or the time at which a Domestic Subsidiary or Direct Foreign Subsidiary becomes a Significant Subsidiary, including without limitation any existing Excluded time that any Subsidiary ceases to be an Excluded SubsidiarySecurities of a Direct Foreign Subsidiary that is a Significant Subsidiary are acquired by a Domestic Subsidiary that has not previously executed and delivered a Pledge Agreement, 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 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;Lenders:
(ci) upon In the request case of a Significant Subsidiary that is a Domestic Subsidiary, (A) a Facility Guaranty substantially in the Required Lendersform of Exhibit F or a Guaranty Joinder Agreement, in each case executed by such Significant Subsidiary, (B) an opinion of counsel to each such Domestic the Significant Subsidiary dated as of the date of delivery of the Facility Guaranty or Guaranty Joinder Agreement provided for in this Section 7.12 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent Agent, and the Required Lenders, 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);
(dC) current copies of the Organization Documents of each such Domestic Significant Subsidiary;
(ii) In the case of a Significant Subsidiary that is a Direct Foreign Subsidiary, together with minutes of duly called and conducted meetings (or duly effected consent actionsA) of the Board of Directors, partners, or appropriate committees thereof (and, if required by a Pledge Agreement in 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 form as the Required Lenders may elect; and
(e) with respect be acceptable to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 other applicable anti-money laundering laws to the extent such information is requested by the Administrative Agent or a Pledge Joinder Agreement, in each case executed by the Lenders Borrower or any Domestic Subsidiary directly owning the stock of such Significant Subsidiary which shall pledge the Pledged Interests in such Subsidiary to the Collateral Agent for the benefit of the Secured Parties, (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 have 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 delivered such further documents as reasonably promptly after written notice to requested by the Collateral Agent or the Administrative Agent to effect the transactions contemplated herein; provided, however, that such Facility Guaranty and opinion shall not be required with respect to a Domestic Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan otherwise permitted by this Agreement, and (2) 68 in fact ceases to be a Significant Subsidiary in accordance with such plan prior to the end of the proposed joinder 30-day period described above; provided further that such Pledge Agreement, opinion and other perfection actions shall not be required with respect to a Direct Foreign Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a Borrowerrestructuring plan otherwise permitted by this Agreement and (2) in fact ceases to be a Significant Subsidiary in accordance with such plan prior to the end of the 60-day period described above; and provided further that Tech Data Finance SPV shall not be required to deliver a Facility Guaranty.
(b) If at any time the sum of the total assets (including interests in their respective Subsidiaries) or total annual revenues (on a consolidated basis with their respective Subsidiaries) of Domestic Subsidiaries (other than Tech Data Finance SPV) that have not executed and delivered to Administrative Agent a Facility Guaranty (or whose Facility Guaranty has been released) exceeds in the aggregate $150,000,000, Borrower shall promptly cause there to be delivered to Administrative Agent one or more additional Facility Guaranties of Domestic Subsidiaries that do not constitute Significant Subsidiaries in order that after giving effect to such additional Facility Guaranties, the sum of the total assets or total revenues, in either or both cases, of Domestic Subsidiaries (other than Tech Data Finance SPV) not having delivered a Facility Guaranty does not exceed in the aggregate $150,000,000.
Appears in 1 contract
Sources: Credit Agreement (Tech Data Corp)
New Subsidiaries. As soon as practicable but in any event within 30 days Business Days (as such deadline may be extended from time to time by the Administrative Agent in its sole discretion) following the acquisition or creation of any Domestic Restricted Subsidiary that is a Material Subsidiary (other than any Excluded Domestic Subsidiary), by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Domestic Subsidiary (other than any Unrestricted Subsidiary and any Excluded Subsidiary ceases Domestic Subsidiary) is otherwise required to be an Excluded Subsidiarybecome a 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, all of which shall be in form and substance acceptable to the Administrative Agent:
(a) a joinder agreement reasonably acceptable to the Required Lenders Borrower Joinder Agreement duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become Subsidiary; (b) a Guarantor, together with Security Joinder Agreement duly 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 Domestic Subsidiary;
; (ic) Uniform Commercial Code financing statements naming such Person Domestic Subsidiary 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 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 filing; (and the Borrower Agent shall file or cause to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(cd) upon the reasonable request of the Required LendersAdministrative Agent, an opinion of counsel to each such 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 Documents) provided for in this Section 7.12 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required LendersAgent, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrower.104 119482860_14 #193013499_v7
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days following Simultaneously with the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent for the benefit of the Lenders each of the following, as applicable:
(a) a joinder agreement reasonably acceptable to the Required Lenders duly Facility Guaranty executed by such Domestic Subsidiary sufficient to cause substantially in the form of Exhibit I;
(b) a Security Agreement of such Subsidiary to become a Guarantorsubstantially in the form of Exhibit J, 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 Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming on Form UCC-1 or otherwise duly executed by such Person Subsidiary as “"Debtor” " and naming the Administrative Agent for the benefit of the Secured Parties 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 Administrative Agent for the benefit of the Secured Parties Lenders 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documentsfiling;
(c) upon if such Subsidiary is a corporation (A) the request Pledged Stock, together with duly executed stock powers or powers of assignment in blank affixed thereto, and (B) if such Collateral shall be owned by a Subsidiary 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, a Security Agreement or a Pledge Agreement (as appropriate) substantially similar in form and content to that executed and delivered by the Borrower as of the Required LendersClosing 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 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);
(e) if applicable, Landlord Waivers, Mortgages, an Intellectual Property Security Agreement and Intellectual Property Assignments;
(f) an opinion of counsel to each such Domestic the Subsidiary dated as of the date of delivery of the Facility Guaranty and other Loan Documents provided for in this Section 7.20 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, each of (which opinions opinion may be in form and substance, including include assumptions and qualifications contained therein, substantially of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.01(a5.1(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;
(dB) the execution, delivery and performance of the Facility Guaranty and other Loan Documents described in this Section 7.20 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 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 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 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 Lenders the Lien on Collateral conferred under such Security Instruments to the extent such Lien may be perfected by Uniform Commercial Code filing;
(g) current copies of the Organization Documents charter documents, including partnership agreements and certificate of each limited partnership, if applicable, and bylaws of 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 60 required by such Organization Documents charter documents, bylaws or by applicable law, of the shareholders, members or partners) of such Person Subsidiary 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrower7.20.
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days following the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, 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 Domestic Subsidiary;
(b) (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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrower.
Appears in 1 contract
New Subsidiaries. As soon as practicable but (a) Within thirty (30) Business Days of the formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary, the designation of a Designated Guarantor or at any time a Subsidiary becomes a Restricted Subsidiary, Borrowers shall notify Agent of such event and, promptly thereafter (and in any event within 30 days following 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 Credit Party will be a “Borrower” hereunder) and (B) a supplemental Guaranty in the acquisition form attached hereto as Exhibit 1.1(a), and to deliver to Agent such security documents 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 creation in part by a U.S. Credit Party or a Canadian Credit Party, cause such Credit Party to provide to Agent a supplement to the U.S. Security Agreement or the Canadian Security Agreement, as applicable, providing for the pledge of the Capital Stock in such new Restricted Subsidiary owned by it (by Division or otherwise) or, in the case of any Domestic a Foreign Subsidiary (other than an Excluded Subsidiarya Foreign Subsidiary of a Credit Party organized under the laws of Canada (or any province or territory thereof) that is not a Specified Entity), sixty-five percent (65%) of the total combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary, in each case to the extent that such Capital Stock does not constitute Excluded Property or Excluded Principal Property), as shall be requested by Agent together with appropriate certificates and powers or financing statements under the Code or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the followingPPSA, 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 or other Loan Document reasonably requested by the Required Lenders, including all Security Instruments and applicable personal property or moveable property registries or other documents necessary or reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lenderspledge, in form and substance reasonably acceptable satisfactory to Agent, and (iii) provide or cause to be provided to Agent all other customary and reasonable documentation requested thereby, including, to the Administrative Agent and the Required Lendersextent requested by Agent, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those one or more opinions of counsel delivered pursuant reasonably satisfactory to Section 5.01(a);
(d) current copies of the Organization Documents of each Agent, which in its opinion is appropriate and customary with respect to 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 documentation referred to above. Upon execution and delivery of the Required Lenders may elect; and
(e) with respect to any Joinder Agreement by each such new Restricted Subsidiary, such Restricted Subsidiary to shall become a Borrower hereunder, within three (3) Business Days prior to becoming Credit Party hereunder with the same force and effect as if originally named as a Borrower (which Credit Party herein. The execution and delivery of the Joinder Agreement shall not require the consent of any Credit Party or Lender hereunder. The rights and obligations of each Credit Party hereunder shall remain in full force and effect notwithstanding the Required Lenders)addition of any Credit Party hereunder. For the avoidance of doubt and notwithstanding anything herein or in any other Loan Document to the contrary, all information and documentation reasonably requested by no Excluded Subsidiary (and results satisfactory toother than a Designated Guarantor) Administrative Agent and each Lender for purposes shall execute a Guaranty or any Collateral Document in respect of, or otherwise guaranty or grant any Lien to secure, any Obligation of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation a U.S. Borrower or other applicable anti-money laundering laws U.S. Credit Party or of any “United States person” as defined in section 7701(a)(30) of the IRC.
(b) Notwithstanding anything to the extent contrary contained herein, neither Borrower nor any Subsidiary of any Borrower shall be required to execute and deliver any joinder agreement, Guaranty, Collateral Document or any other document or g▇▇▇▇ ▇ ▇▇▇▇ in any Capital Stock or other property held by it if such information action (A) is requested restricted or prohibited by general statutory limitations, financial assistance, corporate benefit, fraudulent preference, “thin capitalization” rules or similar principles, (B) is not within the Administrative 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 such Borrower’s or such Subsidiary’s guaranty or security as reasonably determined by Parent Borrower and Agent or the Lenders reasonably promptly after written notice (D) is Excluded Property or Excluded Principal Property or otherwise would not be required with respect to the Administrative Agent Collateral owned by a Credit Party pursuant to the terms of the proposed joinder of a BorrowerCollateral Documents.
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days following (a) Upon the Borrower’s formation or acquisition or creation (by Division or otherwise) of any Domestic new Subsidiary, other than the Trust Subsidiary (other than an Excluded Subsidiaryand specifically excluding Unrestricted Subsidiaries), or the time any existing Excluded Borrower shall cause such Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered promptly execute and deliver to the Administrative Agent each a Joinder Agreement with such modifications thereto as the Administrative Agent may reasonably request for the purpose of the following, joining such Subsidiary as applicable:
(a) a joinder agreement reasonably acceptable party to the Required Lenders duly executed by such Domestic Subsidiary sufficient Guaranty. In connection therewith, the Borrower shall provide, contemporaneously with the delivery of its financial statements pursuant to cause such Subsidiary to become a GuarantorSection 6.01(b), together with executed counterparts of each other Loan Document reasonably corporate documentation and, if requested by the Required LendersAdministrative Agent, including all Security Instruments and other documents necessary or opinion letters reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed satisfactory to the Administrative Agent reflecting the corporate status of such Subsidiary and the Lendersenforceability of such Joinder Agreement; provided, in form and substance reasonably acceptable to that upon the Administrative Agent Agent’s written request, the Borrower shall promptly provide such corporate documentation with respect to any previously formed or acquired Subsidiary for which such items have not previously been provided, and the Required Lenders, 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 shall thereafter provide such Domestic Subsidiary, together corporate documentation contemporaneously 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 each Joinder Agreement in this Section 7.12, all certified by the applicable Governmental Authority connection with any subsequent formation or appropriate officer as the Required Lenders may elect; and
(e) with acquisition of any new Subsidiary. With respect to any Subsidiary the Trust Subsidiary, the Borrower shall provide to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lenders), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent corporate and each Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws to the extent such information is related documentation as requested by the Administrative Agent or Agent.
(b) Upon the Lenders reasonably occurrence of any Event of Default, the Borrower shall cause all Unrestricted Subsidiaries to promptly after written notice 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 proposed joinder Guaranty, unless such Unrestricted Subsidiary is bound by a Contractual Obligation preventing such joinder. In connection therewith, the Borrower shall provide, contemporaneously with the execution and delivery of a Borrowereach such Joinder Agreement, corporate documentation (to the extent not previously provided to the Administrative Agent) and, if requested by the Administrative Agent, opinion letters reasonably satisfactory to the Administrative Agent reflecting the corporate status of each such Unrestricted Subsidiary and the enforceability of such Joinder Agreement.
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days Business Days (or such longer period as the Administrative Agent shall agree, in its discretion) following the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the following, as applicable:
: (a) a joinder agreement reasonably acceptable to the Required Lenders Administrative Agent duly executed by such Domestic 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 Required LendersAdministrative Agent, 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 Domestic Subsidiary;; (b)
(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 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 (and the Borrower Agent shall file or cause to be filed such financing statements)filing, and (ii) pledge agreements, control agreements, Documents and original collateral (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 Agent, 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 the terms of the Loan Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrower.143
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 Within thirty days following of the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent for the benefit of the Lenders each of the following, as applicable:
(a) a joinder agreement reasonably acceptable to the Required Lenders duly Facility Guaranty executed by such Domestic Subsidiary sufficient to cause substantially in the form of Exhibit K;
(b) if such Subsidiary to become is a Guarantorcorporation or is a partnership that has issued certificates evidencing ownership of Partnership Interests, (A) the Pledged Stock or, if applicable, certificates of ownership of such Partnership Interests, together with duly executed counterparts stock powers or powers 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 assignment in all Collateral of such 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 to be filed such financing statements)blank affixed thereto, and (iiB) pledge agreementsif such Collateral shall be owned by a Subsidiary who has not then executed and delivered to the Agent a Security Instrument form the owner of such Collateral granting a Lien to the Agent in such collateral, control agreementsa Pledge Agreement substantially similar in form of Exhibit L, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements with appropriate revisions as may be necessary or reasonably required by to the Administrative Agent or the Required Lenders 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 the terms identity of the Loan Documentspledgor and securing the obligations of such pledgor under its Facility Guaranty;
(c) upon if such Subsidiary is a partnership not described in clause (b) immediately above, (A) the request certificate of the Required Lenders, an opinion Registrar of counsel to each such Domestic Subsidiary and addressed partnership with respect to the Administrative registration of the Lien on Partnership Interests, which certificate shall be in the form of Exhibit A to the Pledge Agreement, and (B) if such Collateral shall be owned by a Subsidiary who has not then executed and delivered to the Agent and a Security Instrument from the Lendersowner of such Collateral granting a Lien to the Agent in such Collateral, a Pledge Agreement substantially similar in form and substance reasonably acceptable of Exhibit L, with appropriate revisions as to the Administrative Agent identity of the pledgor and securing the Required Lenders, each obligations 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)such pledgor under its Facility Guaranty;
(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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 other applicable anti-money laundering laws supplement to the extent such information is requested by the Administrative Agent or the Lenders reasonably promptly after written notice appropriate schedule attached to the Administrative Agent of appropriate Pledge Agreement listing the proposed joinder of a Borrower.additional Collateral, certified as true, correct and complete
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 Within thirty (30) days following of the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded or Material Foreign Subsidiary), or upon an existing Foreign Subsidiary becoming a Material Foreign Subsidiary, or upon a group of Direct Foreign Subsidiaries meeting the time any existing Excluded Subsidiary ceases to be an Excluded threshold set forth in the first proviso of the definition of Material Foreign Subsidiary, 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 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 Lenders each of the Administrative Agent for following:
(a) in the benefit case of a Domestic Subsidiary, a Facility Guaranty executed by such Domestic Subsidiary substantially in the form of Exhibit I;
(i) in the case that such Subsidiary is directly owned by the Borrower or a Domestic Subsidiary which has previously delivered a Pledge Agreement, a revised Schedule I to the Pledge Agreement dated the date hereof together with (x) stock certificates or other appropriate evidence of ownership representing 100% of the Secured Parties capital stock and related interests and rights of a Domestic Subsidiary owned directly or indirectly by the Lien Borrower or (y) 65% of the Voting Stock and 100% of the non-voting common stock and related interests and rights of any Material Foreign Subsidiary or group of Direct Foreign Subsidiaries meeting the threshold set forth in the first proviso of the definition of Material Foreign Subsidiary, and (z) duly executed stock powers or powers of assignment in blank affixed thereto;
(ii) in the case that such Subsidiary is directly owned by a Domestic Subsidiary which has not previously delivered a Pledge Agreement, a Pledge Agreement substantially similar in form and content to that executed and delivered by the Borrower on the Collateral conferred under such Security Instrument Closing Date, with appropriate revisions as to the extent identity of the pledgor and securing Obligations of such Lien may be perfected Pledgor under its Facility Guaranty, together with (x) stock certificates or other appropriate evidence of ownership representing 100% of the capital stock and related interests and rights of a Domestic Subsidiary owned directly or indirectly by Uniform Commercial Code filing (and the Borrower Agent shall file or cause to be filed such financing statements)(y) 65% of the Voting Stock and 100% of the non-voting common stock and related interests and rights of any Material Foreign Subsidiary or group of Direct Foreign Subsidiaries meeting the threshold set forth in the first proviso of the definition of Material Foreign Subsidiary, and (z) duly executed stock powers or powers of assignment in blank affixed thereto; or
(iii) Without limiting the provisions of Sections 8.19 (b)(i) and (ii) pledge agreementsabove or Section 4.2, control agreements, Documents it is the intent of the parties hereto that not less than seventy percent (70%) of Consolidated Total Tangible Assets and original collateral Consolidated Net Income shall at all times be attributable to the assets and operations of the Borrower and its Subsidiaries whose common stock is pledged as Collateral. In the event that the Pledged Stock Ratio is less than seventy percent (including pledged Equity Interests (other than Excluded Equity Interests70%), Securities then the Borrower shall promptly cause to be executed and Instrumentsdelivered such additional Security Instruments and related documents required to meet this seventy (70%) 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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;threshold.
(c) upon in the request case that such Subsidiary is a partnership that has not issued 72 certificates evidencing ownership of such partnership, the certificate of Registrar of such partnership with respect to the registration of the Required Lenders, Lien on Partnership Interests;
(d) an opinion of counsel to each such Domestic the Subsidiary dated as of the date of delivery of the Facility Guaranty and other Loan Documents provided for in this Section 8.19 and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, each of (which opinions opinion may be in form and substance, including include assumptions and qualifications contained therein, substantially of similar effect to those contained in the opinions of counsel delivered pursuant to Section 5.01(a6.1(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 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 except where the failure to so qualify would not have a Material Adverse Effect;
(ii) the execution, delivery and performance of the Facility Guaranty and other Loan Documents described in this Section 8.19 to which the Borrower or 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 the Borrower or such Subsidiary, enforceable against the Borrower or 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);
(de) current copies of the Organization Documents charter documents, including partnership agreements and certificate of each limited partnership, if applicable, and bylaws of 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 charter documents, bylaws or by applicable law, of the shareholders, members or partners) of such Person Subsidiary 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrower8.19.
Appears in 1 contract
New Subsidiaries. As soon as practicable but Contemporaneously with the creation or ---------------- acquisition (in any event within 30 days following accordance with the acquisition or creation (by Division or otherwiseprovisions of Section 5.23) of any Domestic new ------------ domestic Subsidiary (of the Lessee, other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded a Non-Guarantor Subsidiary, cause the Lessee will notify the Agent of such Subsidiary's name and the address of its chief executive offices. No later than fifteen (15) Business Days following the later to be delivered to the Administrative Agent each occur of the following, as applicable:
(a) a joinder agreement reasonably acceptable to the Required Lenders duly executed by creation of such Domestic new Subsidiary sufficient to cause such Subsidiary to become a Guarantor, together with executed counterparts of each other Loan Document reasonably requested or (b) receipt by the Required LendersLessee or such new Subsidiary from the Agent of forms of the Operative Documents (including the Subsidiary Guaranty) to which such new domestic Subsidiary is to be a party, including all Security Instruments or appropriate amendments thereto, as well as forms of acceptable legal opinions and other documents necessary to demonstrate the due authorization, execution and delivery by such new domestic Subsidiary of such Operative Documents or reasonably requested amendments thereto, the Lessee shall cause such new domestic Subsidiary to establish deliver executed counterparts of such Operative Documents, amendments, legal opinions and preserve other documents to the Lien Agent. Upon delivery of such executed counterparts of such Operative Documents, amendments, legal opinions and other documents to the Agent, (y) such new domestic Subsidiary shall become a Commerce Subsidiary and a party to the Subsidiary Guaranty and shall comply with and be bound by all of the Administrative Agent in all Collateral of such Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” terms and naming the Administrative Agent for the benefit conditions of the Secured Parties Operative Documents 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 to be filed such financing statements)a Commerce Subsidiary thereunder, and (iiz) pledge agreementsthe Lessee shall cause such new domestic Subsidiary to take all actions, control agreementswhich 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, Documents without limitation, making all representations and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements warranties as may be necessary or reasonably required by the Administrative Agent or the Required Lenders all as necessary to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Commerce Subsidiary has an interest consistent with the terms under each of the Loan Documents;
(c) upon the request Operative Documents to which it is a party as of the Required Lenders, an opinion of counsel to each date such Domestic Subsidiary representations and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrowerwarranties are made.
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days following (a) Promptly notify the acquisition or creation (by Division or otherwise) of Administrative Agent at the time that any Domestic Subsidiary becomes a Significant Subsidiary (other than an Excluded Subsidiary), ) or the time any existing Excluded Domestic Subsidiary ceases to be is acquired that constitutes a Significant Subsidiary (other than an Excluded Subsidiary, ) and within 60 days thereof 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 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 Lenders (A) a Facility Guaranty in form and substance satisfactory to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 validGuaranty Joinder Agreement, perfected security interest in all Collateral in which each case executed by such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
Significant Subsidiary, (cB) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Significant Subsidiary and dated as of the date of delivery of the Facility Guaranty or Guaranty Joinder Agreement addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required LendersAgent, 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);
(dC) current copies of the Organization Documents of each such Domestic Significant Subsidiary, together with minutes of duly called and conducted meetings (or duly effected consent actionsD) documents 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 types referred to in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required LendersSections 5.01(a)(iii), all information (iv), and documentation reasonably requested (vi), (E) a certificate signed 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 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 a Responsible Officer in form acceptable to the Administrative Agent setting forth the amount of assets and revenues of each of the proposed joinder Borrower and each of its Domestic Subsidiaries, and (F) any updates or supplements as necessary to ensure that Schedule 6.13 is accurate and complete as of the date of such financial statements; provided, however, that such Facility Guaranty and opinion shall not be required with respect to a Domestic Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a Borrowerrestructuring plan or acquisition plan otherwise permitted by this Agreement, and (2) in fact ceases to be a Significant Subsidiary in accordance with such plan prior to the end of the 60-day period described above; and provided, further, that no Excluded Subsidiary shall be required to deliver a Facility Guaranty.
(b) If at any time the sum of the total assets (on a consolidated basis with their respective Domestic Subsidiaries) of Domestic Subsidiaries (other than Excluded Subsidiaries) that are not Guarantors exceeds in the aggregate 10% of the total assets of the Borrower (on a consolidated basis with its Domestic Subsidiaries), the Borrower shall promptly cause one or more additional Domestic Subsidiaries that do not constitute Significant Subsidiaries to become a Guarantor in order that after giving effect to such additional Guarantors, the sum of the total assets (on a consolidated basis with their respective Domestic Subsidiaries) of Domestic Subsidiaries (other than Excluded Subsidiaries) that are not Guarantors does not exceed in the aggregate 10% of the total assets of the Borrower (on a consolidated basis with its Domestic Subsidiaries).
Appears in 1 contract
Sources: Credit Agreement (Tech Data Corp)
New Subsidiaries. As soon as practicable but Borrower shall, at its own expense, promptly, and in any event within 30 days following ten (10) Banking Days after the formation or acquisition or creation (by Division or otherwise) of any Domestic Subsidiary of Parent or Borrower, (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to A) notify 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 Domestic Subsidiary;
event (iwhich notice shall be deemed to constitute an update to Schedule 4.4), (B) Uniform Commercial Code financing statements naming amend the Security Documents as appropriate in light of such Person as “Debtor” and naming event to pledge to the Administrative Agent for the benefit of itself and the Secured Parties 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, (C) cause each such 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 “Secured Party,” 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 formblank (and take such other steps as may be 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), substance (F) cause each document (including each UCC financing statement or the equivalent thereof and number sufficient 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 filed, registered or recorded in all Uniform Commercial Code filing offices and in all jurisdictions in which filing is necessary order to perfect create in favor of the Administrative Agent for the benefit of the Secured Parties the Lien Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral conferred under such Security Instrument subject to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause Security Documents to be filed such financing statements)so filed, registered or recorded and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed evidence thereof delivered to the Administrative Agent and the Lenders(G) if requested by Administrative Agent, deliver an opinion of counsel in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any each new Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require and the consent of 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 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 the proposed joinder of a Borrowermatters set forth in this Section.
Appears in 1 contract
Sources: Credit Agreement (West Marine Inc)
New Subsidiaries. As soon as practicable but in any event within 30 days following New Issuances of Capital Stock. Contemporaneously with the creation or acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary)of Parent, or the time any existing Excluded Subsidiary ceases to be an Excluded SubsidiaryParent shall, and shall cause to be delivered to the Administrative Agent each of the following, its Subsidiaries (as applicable) to:
(a) a joinder agreement reasonably acceptable grant or cause to the Required Lenders duly executed by such Domestic Subsidiary sufficient be granted to cause such Subsidiary to become a GuarantorAgent, 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 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lenders, a perfected, first priority security interest in form and substance reasonably acceptable all of the Capital Stock of a Domestic Subsidiary or 65% of the Capital Stock of any Foreign Subsidiary directly owned by Parent or any Domestic Subsidiary (to the Administrative Agent and the Required Lenders, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar extent such Capital Stock is not already so pledged to those opinions of counsel delivered pursuant to Section 5.01(aAgent);
(db) current copies cause each such Subsidiary (excluding any Immaterial Subsidiary and any Foreign Subsidiary, except as provided in Section 7.6) to Guarantee the payment and performance of the Organization Documents of each such Domestic Subsidiary, together with minutes of duly called Obligations by executing and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or delivering to Agent an 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 the Required Lenders may electGuaranty; and
(ec) 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 (except for Permitted Liens, if any) on all Property of such Subsidiary which is required to be pledged as Collateral under the terms of this Agreement. Contemporaneously with respect to the issuance of any additional Capital Stock of any Subsidiary of Parent, Parent shall, and shall cause each other Loan Party and other appropriate Persons (as applicable) to, grant or cause to become a Borrower hereunderbe granted to Agent, within three (3) Business Days prior to becoming a Borrower (which shall require for the consent benefit of the Required Lenders), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes the Lenders, a perfected, first priority security interest in such Capital Stock of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws such Subsidiary (to the extent any of such information Capital Stock is requested already not so pledged to Agent, limited as follows: (x) in the case of any Foreign Subsidiaries directly owned by Parent or a Domestic Subsidiary to an aggregate amount of sixty-five percent (65%) of the Administrative Agent 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 a Domestic Subsidiary, if an Event of Default exists, as provided in Section 7.6). Each of Parent and Borrower covenants that none of the Lenders reasonably promptly after written notice 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 restrictions under applicable securities laws and such restrictions, if any, as may be acceptable to Agent. Notwithstanding anything to the Administrative Agent contrary contained in this Section 7.3 (but subject to Section 7.6), (i) neither Parent nor any Subsidiary of Parent shall be obligated to pledge more than 65% of each class of the proposed joinder issued and outstanding Capital Stock of any Foreign Subsidiary that is a Borrowerdirect, 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 (iii) no Foreign Subsidiary shall be obligated to execute a Security Agreement or any other Security Document securing payment or performance of the Obligations. In connection with and in addition to the 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 perfected, first priority Liens to be granted in accordance with this Section 7.3.
Appears in 1 contract
Sources: Credit Agreement (Intervoice Inc)
New Subsidiaries. As soon as practicable but in any event within 30 days following The Borrower shall, at the acquisition or creation (by Division or otherwise) expense of any Domestic the Borrower and its Subsidiaries, cause each new Subsidiary (other than an Excluded Subsidiary)new Foreign Subsidiaries) of the Borrower created or acquired after the date hereof, to execute and deliver to the Bank, within thirty (30) days after the creation or the time any existing Excluded Subsidiary ceases to be an Excluded acquisition of such new Subsidiary, cause to be delivered the following agreements and documents, all in form and substance reasonably satisfactory to the Administrative Agent each of the following, as applicableBank:
(a) a joinder agreement reasonably acceptable Supplement to Guaranty Agreement in the form attached as Exhibit A to the Required Lenders duly executed by Guaranty Agreement, pursuant to which, such Domestic new Subsidiary sufficient to cause such Subsidiary to shall become a Guarantor, together with executed counterparts of each other Loan Document reasonably requested by party to 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 Domestic SubsidiaryGuaranty Agreement;
(ib) Uniform Commercial Code financing statements naming a Subsidiary Security Agreement, pursuant to which, 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 new Subsidiary shall grant to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 Bank a valid, perfected first priority security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documentsits assets;
(c) upon any and all UCC financing statements which the request Bank deems necessary and appropriate in order to perfect its first priority security interests in all of the Required Lendersassets of such new Subsidiary; and
(d) such other agreements, an opinion documents, financing statements, instruments, opinions and certificates and completion of counsel to each such Domestic other matters, as the Bank may reasonably deem necessary or appropriate. The Borrower, or the Subsidiary, whichever is applicable (hereinafter referred as the "Corporate Parent"), which owns or otherwise acquires Capital Stock in any new Subsidiary (including any new Foreign Subsidiary) created or acquired after the date hereof, will execute and addressed deliver to the Administrative Agent and Bank, within thirty (30) days after the Lenderscreation or acquisition of such new Subsidiary, (i) a pledge agreement (in form and substance reasonably acceptable to the Administrative Agent and the Required LendersBank), 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 which, such Corporate Parent shall grant in favor 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 the Required Lenders may elect; and
(e) Bank a first priority security interest with respect to all Capital Stock owned or otherwise acquired by the Corporate Parent in such new Subsidiary; and (ii) such financing statements, documents, instruments and certificates, as the Bank may reasonably request in order to perfect its security interest in such Capital Stock. Except as otherwise provided in Sections 5.10 and 5.11 above, the Borrower will not, and will not permit any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require incur any Indebtedness in connection with the consent creation or acquisition of 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 other applicable anti-money laundering laws to the extent any 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 Borrowernew Subsidiary.
Appears in 1 contract
New Subsidiaries. As soon No Borrower Party shall, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than wholly-owned indirect foreign Subsidiaries or those listed on Schedule 6.5; provided, however, that the Borrower Parties may create new wholly owned direct or indirect Subsidiaries after the Closing Date so long as practicable but in any event within 30 days following at the acquisition or creation (by Division or otherwise) time of the formation of any Domestic such direct or indirect Subsidiary (other than an Excluded Subsidiary)of any Borrower Party, the Borrower Parties, or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the followingthem, as applicable:
appropriate, shall (a) cause each new domestic Subsidiary to provide to the Agent and the Co-Agent a joinder agreement reasonably acceptable in the form of Exhibit D hereto (a "Guarantor Joinder Agreement"), a supplement to the Required Lenders duly executed Subsidiary Guaranty, a supplement to the Security Agreement, and such other security documents requested by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantorthe Agent or the Co-Agent in their discretion, together with executed counterparts of each other Loan Document reasonably requested by the Required Lendersappropriate UCC-1 financing statements, including all Security Instruments in form and other documents necessary or reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such 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 satisfactory to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the LendersCo-Agent, (b) provide to the Agent and the Co-Agent a pledge agreement and appropriate certificates and powers or UCC-1 financing statements, pledging all direct or beneficial ownership interests in each new domestic Subsidiary, in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required LendersCo-Agent, each (c) provide to Agent and the Co-Agent a pledge agreement with respect to any foreign Subsidiaries directly owned by a Borrower Party a pledge by such Borrower of which opinions may be in form not less than sixty-five percent (65%) of the equity interests of such foreign Subsidiaries, and substance(d) to provide to the Agent and the Co-Agent all other documentation, including assumptions and qualifications contained therein, substantially similar to those one or more opinions of counsel delivered pursuant satisfactory to Section 5.01(a);
(d) current copies of the Organization Documents of each Agent and the Co-Agent, which in their opinion is appropriate with respect to 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 formation and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority or appropriate officer as documentation referred to above. Upon execution and delivery of the Required Lenders may elect; and
(e) with respect to any supplements described above by each new domestic subsidiary, such domestic Subsidiary to shall become a Borrower hereunder, within three (3) Business Days prior to becoming Guarantor hereunder with the same force and effect as if originally named as a Borrower (which Guarantor herein. The execution and delivery of any Guaranty Joinder Agreement shall not require the consent of any Borrower Party hereunder. The rights and obligations of each Borrower Party hereunder shall remain in full force and effect notwithstanding the Required Lenders)addition of any Guarantor hereunder. Any document, all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender agreement or instrument executed or issued pursuant to this Section 7.20 shall be a "Loan Document" for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or 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 the proposed joinder of a Borrowerthis Agreement.
Appears in 1 contract
Sources: Credit Agreement (Salton Inc)
New Subsidiaries. As soon as practicable but in If the Company or any event within 30 days following the acquisition or creation (by Division or otherwise) of any Domestic domestic Subsidiary (other than an Excluded Subsidiary)) proposes to create, acquire or the time capitalize any existing Excluded domestic Subsidiary ceases to be (other than an Excluded Subsidiary) in accordance with the terms and provisions hereof (whether pursuant to a Permitted Acquisition or otherwise), it shall first (or substantially concurrently with such creation, acquisition or capitalization) (a)
(1) cause such Subsidiary (other than Excluded Subsidiaries) to be delivered execute and deliver, to Agent a Guaranty or (2) execute and deliver a joinder agreement acceptable in form and substance to the Administrative Agent each of with respect to the followingGuaranty as the Agent shall require in its sole discretion and (b) cause such Subsidiary (other than Excluded Subsidiaries) to deliver, or execute and deliver, 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 GuarantorAgent appropriate corporate resolutions, together with executed counterparts of each opinions and other Loan Document documentation 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 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required Lenderswith respect to such Guaranty or joinder; provided, each of which opinions may be in form and substancehowever, 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 (andthat, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions Subsidiary is a Foreign Subsidiary and the its execution and delivery of documents described the Guaranty or a joinder with respect thereto would result in material adverse tax consequences to the Company and its Subsidiaries as a consequence of the operation of Section 956 of the Internal Revenue Code, then, for so long as such consequence would pertain, such Subsidiary shall not be required to execute and deliver the Guaranty or such joinder, or deliver the related resolutions, opinions or other documents, under this Section 7.12Section. If the Company or any Subsidiary, all certified by 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 any Excluded Subsidiary may do so without violating federal, state or local laws or regulations applicable Governmental Authority to it, the Company shall promptly notify the Agent thereof and such Subsidiary shall promptly execute and deliver the Guaranty or appropriate officer joinder and deliver such other opinions, resolutions and other documentation as the Required Lenders may elect; and
(e) is provided above with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a BorrowerNew Subsidiaries.
Appears in 1 contract
Sources: Credit Agreement (CBIZ, Inc.)
New Subsidiaries. As soon as practicable but Promptly, and in any event within 30 days following the acquisition 10 days, ---------------- after forming or creation (by Division or otherwise) of acquiring any Domestic Subsidiary (other than an Excluded Inactive Subsidiary), ) or the time after any existing Excluded Inactive Subsidiary ceases to be an Excluded Inactive Subsidiary, cause to be delivered to the (i) notify Administrative Agent each of the followingthereof, as applicable:
(aii) a joinder agreement reasonably acceptable to the Required Lenders duly executed by such Domestic Subsidiary sufficient to cause such Subsidiary to become execute and deliver a GuarantorSubsidiary Joinder and an Intercompany Note, 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 (iii) deliver to establish and preserve the Lien of the Administrative Agent in (x) the certificates representing all Collateral outstanding shares of stock of such 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed certificates representing the Pledged Shares identified in Schedule I to ---------- the Administrative Agent Subsidiary Pledge and the LendersSecurity Agreement added pursuant to such Subsidiary Joinder, accompanied by undated stock powers executed in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those blank; (y) one or more opinions of counsel for Borrower and such Subsidiary, reasonably satisfactory to Administrative Agent, confirming as to such Subsidiary substantially each of the matters confirmed, in the legal opinions delivered pursuant to Section 5.01(a3.1(f);
, as to Subsidiaries of Borrower that were Loan Parties on the Closing Date; and (dz) current copies evidence that the financing statements referred to in such opinion of counsel have been filed in the Organization Documents of each offices identified in such Domestic SubsidiarySchedule, together with minutes of duly called and conducted meetings (or duly effected consent actionsiv) of the Board of Directorstake, partnersand cause such Subsidiary to take, or appropriate committees thereof all such other action (and, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and including the execution and delivery of documents described documents, instruments and certificates) as may be reasonably requested in order to create in favor of Administrative Agent a first priority perfected Lien upon and security interest in the Collateral being pledged by such Subsidiary, subject only to Permitted Liens; provided that -------- for any Permitted Acquisition, the deliveries required pursuant to this Section 7.125.3(h) shall be made not later than (A) the closing of such Permitted Acquisition if the proceeds of Acquisition Loans are used to complete such Permitted Acquisition, all certified by the applicable Governmental Authority or appropriate officer as the Required Lenders may elect; and
and (eB) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent 30 days of the Required Lenders), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes date that the Permitted Acquisition closes if it is completed without the use of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or 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 proceeds of the proposed joinder of a BorrowerAcquisition Loans.
Appears in 1 contract
Sources: Credit Agreement (Grancare Inc)
New Subsidiaries. As soon as practicable but in any event within 30 days following the acquisition or creation (by Division or otherwise) of any The Borrower shall cause, at its sole cost and expense, each new Domestic Subsidiary (other than an Excluded Subsidiary)of the Borrower created or acquired on or after the date hereof, promptly upon such creation or the time any existing Excluded Subsidiary ceases acquisition, to be an Excluded Subsidiary, cause to be delivered execute and deliver to the Administrative Agent each of Lender the followingfollowing agreements and documents, as applicable:
which agreements and documents shall be in form and substance reasonably satisfactory to the Lender: (a) a joinder agreement reasonably acceptable an instrument (it being acknowledged and agreed that an instrument in the form attached as Exhibit A to the Required Lenders duly executed by Subsidiary Guaranty shall satisfy this requirement) pursuant to which such new Domestic Subsidiary shall be become a party to the Subsidiary Guaranty as a guarantor thereunder; (b) a security agreement (it being acknowledged and agreed that such security agreement shall be substantially in the same form as the Subsidiary Security Agreement-All Assets), pursuant to which, 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 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 shall grant to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 Lender a valid, first priority perfected security interest in all Collateral of its assets in which such Domestic Subsidiary has an interest consistent with order to secure the terms full and prompt payment and performance of the Loan Documents;
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 the Lender may reasonably deem necessary or appropriate. Promptly upon the request creation or acquisition of any Subsidiary created or acquired after the date hereof, the Borrower shall cause, at its sole cost and expense, all of the Required Lendersissued and outstanding shares of Capital Stock, an opinion membership interests and other equity interests of counsel to each such Domestic Subsidiary and addressed 65% of Capital Stock, membership interests and other equity interests of each such Foreign Subsidiary, as the case may be, to be pledged to the Administrative Agent Lender so that the Lender has a first priority perfected security interest in all such shares, membership interests and the Lenders, other equity interests. Such pledge shall be pursuant to a pledge agreement in a form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a BorrowerLender.
Appears in 1 contract
New Subsidiaries. As soon Neither the Parent Guarantor nor any Subsidiary shall, directly or indirectly, organize, create, acquire or permit to exist any Subsidiary other than those listed on SCHEDULE 6.5 or reinstate Aspire Pharmaceuticals, LLC which has been administratively dissolved prior to the Closing Date; provided, however, that the Borrower Parties may create new wholly owned direct or indirect domestic Subsidiaries and reinstate Aspire Pharmaceuticals, LLC after the Closing Date so long as practicable but in any event within 30 days following at the acquisition time of the formation or creation (by Division or otherwise) reinstatement of any Domestic such direct or indirect Subsidiary (other than an Excluded Subsidiary)of any Borrower Party, the Borrower Parties, or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent each of the followingthem, as applicable:
appropriate, shall (a) cause such new Subsidiary or reinstated Subsidiary to provide to the Agent a joinder agreement reasonably acceptable in the form of Exhibit G hereto (a "Guarantor Joinder Agreement"), a supplement to the Required Lenders duly executed Subsidiary Guaranty, a supplement to the Security Agreement, and such other security documents requested by such Domestic Subsidiary sufficient to cause such Subsidiary to become a Guarantorthe Agent in its discretion, together with executed counterparts of each other Loan Document reasonably requested by the Required Lendersappropriate UCC-1 financing statements, including all Security Instruments in form and other documents necessary or reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such 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 satisfactory to the extent such Lien may be perfected by Uniform Commercial Code filing Agent, (b) provide to the Agent a pledge agreement and the Borrower Agent shall file appropriate certificates and powers or cause to be filed such UCC-1 financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and pledging all direct or beneficial ownership interests in such other documents and agreements as may be necessary new Subsidiary or reasonably required by the Administrative Agent or the Required Lenders 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 the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lendersreinstated Subsidiary, in form and substance reasonably acceptable satisfactory to the Administrative Agent, and (c) provide to the Agent and the Required Lenders, each of which opinions may be in form and substanceall other documentation, including assumptions and qualifications contained therein, substantially similar to those one or more opinions of counsel delivered pursuant satisfactory to Section 5.01(a);
(d) current copies of the Organization Documents of each Agent, which in its opinion is appropriate with respect to such Domestic Subsidiary, together with minutes of duly called and conducted meetings (formation 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 reinstatement and the execution and delivery of documents described in this Section 7.12, all certified by the applicable Governmental Authority documentation referred to above. Upon execution and delivery of a Credit Agreement Supplement by each new or appropriate officer as the Required Lenders may elect; and
(e) with respect to any reinstated domestic Subsidiary, such domestic Subsidiary to shall become a Borrower hereunder, within three (3) Business Days prior to becoming Guarantor hereunder with the same force and effect as if originally named as a Borrower (which Guarantor herein. The execution and delivery of any Guaranty Joinder Agreement shall not require the consent of any Borrower Party hereunder. The rights and obligations of each Borrower Party hereunder shall remain in full force and effect notwithstanding the Required Lenders)addition of any Guarantor hereunder. Any document, all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender agreement or instrument executed or issued pursuant to this SECTION 7.21 shall be a "Loan Document" for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or 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 the proposed joinder of a Borrowerthis Agreement.
Appears in 1 contract
Sources: Credit Agreement (Andrx Corp /De/)
New Subsidiaries. As soon as practicable but in If the Company or any event within 30 days following the acquisition or creation (by Division or otherwise) of any Domestic domestic Subsidiary (other than an Excluded Subsidiary)) proposes to create, acquire or the time capitalize any existing Excluded domestic Subsidiary ceases to be (other than an Excluded Subsidiary) in accordance with the terms and provisions hereof (whether pursuant to a Permitted Acquisition or otherwise), it shall first (or substantially concurrently with such creation, acquisition or capitalization) (a) (1) cause such Subsidiary (other than Excluded Subsidiaries) to be delivered execute and deliver, to Agent a Guaranty or (2) execute and deliver a joinder agreement acceptable in form and substance to the Administrative Agent each of with respect to the followingGuaranty as the Agent shall require in its sole discretion and (b) cause such Subsidiary (other than Excluded Subsidiaries) to deliver, or execute and deliver, 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 GuarantorAgent appropriate corporate resolutions, together with executed counterparts of each opinions and other Loan Document documentation 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 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable satisfactory to the Administrative Agent and the Required Lenderswith respect to such Guaranty or joinder; provided, each of which opinions may be in form and substancehowever, 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 (andthat, if required by such Organization Documents or applicable law, of the shareholders, members or partners) of such Person authorizing the actions and the Subsidiary’s execution and delivery of documents described the Guaranty or a joinder with respect thereto would result in material adverse tax consequences to the Company and its Subsidiaries as a consequence of the operation of Section 956 of the Internal Revenue Code, then, for so long as such consequence would pertain, such Subsidiary shall not be required to execute and deliver the Guaranty or such joinder, or deliver the related resolutions, opinions or other documents, under this Section 7.12Section. If the Company or any Subsidiary, all certified by 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 any Excluded Subsidiary may do so without violating federal, state or local laws or regulations applicable Governmental Authority to it, the Company shall promptly notify the Agent thereof and such Subsidiary shall promptly execute and deliver the Guaranty or appropriate officer joinder and deliver such other opinions, resolutions and other documentation as the Required Lenders may elect; and
(e) is provided above with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a BorrowerNew Subsidiaries.
Appears in 1 contract
Sources: Credit Agreement (CBIZ, Inc.)
New Subsidiaries. As soon as practicable but in Notify the Administrative Agent at the time that any event within Person becomes a Significant Subsidiary that is a Domestic Subsidiary or a Direct Foreign Subsidiary, and
(i) Within 30 days following (in the acquisition or creation case of clause (by Division or otherwiseA)) and 60 days (in the case of clause (B)) of the formation or acquisition of any Domestic Significant Subsidiary (other than an Excluded Subsidiary), or the time at which a Domestic Subsidiary or Direct Foreign Subsidiary becomes a Significant Subsidiary, including without limitation any existing Excluded time that any Subsidiary ceases to be an Excluded SubsidiarySecurities of a Direct Foreign Subsidiary that is a Significant Subsidiary are acquired by a Domestic Subsidiary that has not previously executed and delivered a Pledge Agreement, 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 Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent for the benefit of Administrative Agent and the Secured Parties as “Secured Party,” Financing Parties:
(A) In the case of a Significant Subsidiary that is a Domestic Subsidiary, (I) a Guaranty in form, substance and number sufficient to be filed in all Uniform Commercial Code filing offices form and in all jurisdictions in which filing is necessary substance satisfactory 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 validGuaranty Joinder Agreement, perfected security interest in all Collateral in which each case executed by such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
Significant Subsidiary, (cII) upon the request of the Required Lenders, an opinion of counsel to each such Domestic the Significant Subsidiary dated as of the date of delivery of the Guaranty or Guaranty Joinder Agreement provided for in this Section 7.3A(f) and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent Agent, (III) the Organization Documents of such Significant Subsidiary and (IV) documents of the Required Lenders, each of which opinions may be types referred to in form Sections 4.1(f) and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a(g);
(dB) current copies In the case of the Organization Documents of each such Domestic a Significant Subsidiary that is a Direct Foreign Subsidiary, together with minutes of duly called and conducted meetings (or duly effected consent actionsI) of the Board of Directors, partners, or appropriate committees thereof (and, if required by a Pledge Agreement in 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 form as the Required Lenders may elect; and
(e) with respect be acceptable to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 other applicable anti-money laundering laws to the extent such information is requested by the Administrative Agent or a Pledge Joinder Agreement, in each case executed by the Lenders Lessee or any Domestic Subsidiary directly owning the stock of such Significant Subsidiary which shall pledge the Pledged Interests in such Subsidiary to the Collateral Agent, (II) 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 Collateral Agent have been duly executed, delivered, filed, recorded or taken, as the case may be, and (III) take such further action and deliver or cause to be delivered such further documents as reasonably promptly after written notice to requested by the Collateral Agent or the Administrative Agent to effect the transactions contemplated herein; provided, however, that such Guaranty and opinion shall not be required with respect to a Domestic Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a restructuring plan or acquisition plan otherwise permitted by this Agreement through the Incorporated Covenants, and (2) in fact ceases to be a Significant Subsidiary in accordance with such plan prior to the end of the proposed joinder 30-day period described above; provided further that such Pledge Agreement, opinion and other perfection actions shall not be required with respect to a Direct Foreign Subsidiary that (1) is intended to be a Significant Subsidiary only temporarily as part of a Borrowerrestructuring plan or acquisition plan otherwise permitted by this Agreement through the Incorporated Covenants and (2) in fact ceases to be a Significant Subsidiary in accordance with such plan prior to the end of the 60-day period described above; and provided further that neither Tech Data Finance SPV nor any Special Purpose Finance Subsidiary shall be required to deliver a Guaranty.
(ii) If at any time the sum of the total assets (on a consolidated basis with their respective Subsidiaries) of Domestic Subsidiaries (other than Tech Data Finance SPV or any Special Purpose Finance Subsidiary) that have not executed and delivered to Administrative Agent a Guaranty (or whose Guaranty has been released) exceeds in the aggregate 10% of the total assets of the Lessee (on a consolidated basis with its Subsidiaries), the Lessee shall promptly cause there to be delivered to Administrative Agent one or more additional Guaranties of Domestic Subsidiaries that do not constitute Significant Subsidiaries in order that after giving effect to such additional Guaranties, the sum of the total assets (on a consolidated basis with their respective Subsidiaries) of Domestic Subsidiaries (other than Tech Data Finance SPV or any Special Purpose Finance Subsidiary) that are not Guarantors does not exceed in the aggregate 10% of the total assets of the Lessee (on a consolidated basis with its Subsidiaries).
Appears in 1 contract
New Subsidiaries. As soon as practicable but The Borrower shall, immediately upon any Investment in any event within 30 days following the acquisition or creation (a new Subsidiary permitted by Division or otherwiseSection 9.3(f) of any Domestic Subsidiary (other than an Excluded Subsidiary)hereof, or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered pledge to the Administrative Agent each Collateral Agent, for the benefit of the followingLenders and the Agents, the capital stock of each new Subsidiary in which the Borrower invests pursuant to a stock pledge agreement in form and substance satisfactory to the Agents and the Lenders, and such new Subsidiary shall grant to the Collateral Agent a perfected priority security interest (subject only to liens in favor of the Senior Collateral Agent, for the benefit of the Senior Lenders and the Senior Agents and Permitted Liens entitled to priority under applicable law) in all of its personal property assets (with such exceptions as applicable:
(a) a joinder agreement reasonably are acceptable to the Required Lenders) pursuant to an instrument of adherence to the Security Agreement in form and substance satisfactory to the Agents and the Lenders. 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 Lenders duly executed by such Domestic Subsidiary sufficient and the Agents, a guaranty of the payment and performance of all of the Obligations, in form and substance satisfactory to cause such Subsidiary to become a Guarantorthe Agents and the Lenders, together with executed counterparts acceptable security documents including without limitation, the aforementioned instrument of each adherence to the Security Agreement, legal opinions, and other Loan Document 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, certified by an officer of such new Subsidiary, (b) a good standing certificate of such new Subsidiary in its jurisdiction of incorporation, (c) a certificate of the Secretary or an Assistant Secretary of such new Subsidiary certifying the names and true signatures of the officers of such new Subsidiary authorized to sign such guaranty and such security documents, (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 the Required Lenders, including shall comply with and be bound by 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 Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” terms and naming the Administrative Agent for the benefit conditions of the Secured Parties Loan Documents 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 a Subsidiary of the Administrative Agent for Borrower thereunder, and the benefit 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 Secured Parties the Lien Borrower on the Collateral conferred Initial Closing Date, including making all representations and warranties as a guarantor under such Security Instrument each of the Loan Documents. Notwithstanding anything contained in this Section 8.19 to the contrary and to the extent permitted pursuant to Section 9.12, no Subsidiary which is incorporated or organized outside the United States of America (a “Foreign Subsidiary”) shall be required hereunder to execute or deliver a guaranty or security agreement or otherwise pledge, or grant a security interest in, any of its assets, and the Borrower and any Subsidiary shall not be required to pledge more than sixty-five percent (65%) of the outstanding capital stock, or other equity interest, of any Foreign Subsidiary, in each case to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file guaranty, security agreement, pledge or grant would cause to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms deemed repatriation of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary accumulated earnings and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, 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) profits 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 the Required Lenders may elect; and
(e) with respect to any Foreign Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrowerits parent.
Appears in 1 contract
Sources: Subordination Agreement (Whitehall Jewelers Holdings, Inc.)
New Subsidiaries. As soon (a) Subject to Section 6.21, any newly acquired or formed Subsidiary shall be deemed a Restricted Subsidiary unless designated by the Borrower as practicable but an Unrestricted Subsidiary in any event within 30 days following accordance with the acquisition terms of Section 5.6(b). With respect to each new Restricted Subsidiary formed or creation acquired (by Division or otherwiseor, subject to Section 6.21, an Unrestricted Subsidiary designated as a Restricted Subsidiary) of any Domestic Subsidiary (other than an Excluded Subsidiary)after the Effective Date, or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered Borrower shall deliver to the Administrative Agent (i) prompt written notice of the formation or designation of such Restricted Subsidiary and all applicable "know your customer", Patriot Act information and other information described in item (e) of Schedule III and (ii) each of the followingother items set forth in Schedule III attached hereto within the time requirements set forth in Schedule III.
(b) The Borrower may designate by written notification thereof to the Administrative Agent, any Restricted Subsidiary, including a newly formed or newly acquired Subsidiary, as applicablean Unrestricted Subsidiary if the Administrative Agent and Majority Lenders have provided prior written consent to such designation. For purposes of the foregoing, the designation of a Person as an Unrestricted Subsidiary shall be deemed to be the designation of all present and future subsidiaries of such Person as Unrestricted Subsidiaries. Except as provided in this Section 5.6(b), no Restricted Subsidiary may be re-designated as an Unrestricted Subsidiary.
(c) Notwithstanding anything herein to the contrary, at no time shall any Subsidiary be an Unrestricted Subsidiary if it is a "restricted subsidiary" for purposes of any indenture, credit agreement or similar agreement that contains the concept of "restricted" and "unrestricted" subsidiaries or otherwise provides a guarantee of, or provides collateral security for, the obligations thereunder.
(d) In the case of the acquisition, formation or designation of a Restricted Subsidiary, such new Restricted Subsidiary shall be deemed to have made or acquired all Investments owned by it and incurred all Debt 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.
(e) The Borrower:
(ai) will cause the management, business and affairs of each Loan Party to be conducted in such a joinder 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 each Unrestricted Subsidiary will be treated as an entity separate and distinct from the Loan Parties;
(ii) will cause each Unrestricted Subsidiary (A) to refrain from maintaining its assets in such a manner that would make it costly or difficult to segregate, ascertain or identify as its individual assets from those of any Loan Party and (B) to observe all corporate formalities;
(iii) will not, and will not permit any other Loan Party to, incur, assume, guarantee or be or become liable for any Debt of any of the Unrestricted Subsidiaries;
(iv) will not, and will not permit any other Loan Party to, permit any credit agreement reasonably acceptable for a senior credit facility, a loan agreement for a senior credit facility, a note purchase agreement for the sale of promissory notes or an indenture governing capital markets debt instruments pursuant to which any Loan Party is a borrower, issuer or guarantor (the Required Lenders duly executed by "Relevant Debt"), the terms of which would, upon the occurrence of a default under any Debt of an Unrestricted Subsidiary, (A) result in, or permit the holder of any Relevant Debt to declare a default on such Domestic Subsidiary sufficient Relevant Debt or (B) cause the payment of any Relevant Debt to cause be accelerated or payable before the fixed date on which the principal of such Relevant Debt is due and payable;
(v) will not permit any Unrestricted Subsidiary to become a Guarantorhold any Equity Interest in, together with executed counterparts 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 each any of its Property (other Loan Document reasonably requested by than any of its interest in the Required Lenders, including all Security Instruments and other documents necessary or reasonably requested to establish and preserve Equity Interest of an Unrestricted Subsidiary) for the Lien benefit of the Administrative Agent in all Collateral of such Domestic an Unrestricted Subsidiary;
(ivii) Uniform Commercial Code financing statements naming such Person as “Debtor” will not and naming the Administrative Agent for the benefit will not permit any Loan Party to, sell, assign, pledge, or otherwise transfer any of the Secured Parties as “Secured Party,” in form, substance and number sufficient its Properties 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 to be filed such financing statements), and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, 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 any Unrestricted Subsidiary, together with minutes of duly called except as permitted under Section 6.8 and conducted meetings (or duly effected consent actions) of the Board of Directors, partners, or appropriate committees thereof (and, if required on terms permitted 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 the Required Lenders may elect6.10; and
(eviii) with respect except as permitted under Section 6.3, make or permit to exist any Subsidiary loans, advances, or capital contributions to, or make any investment in, or purchase or commit to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 purchase any stock or other applicable anti-money laundering laws to the extent such information is requested by the Administrative Agent securities or the Lenders reasonably promptly after written notice to the Administrative Agent evidences of the proposed joinder indebtedness of a Borroweror interests in, any Unrestricted Subsidiary or in any of its Properties.
Appears in 1 contract
New Subsidiaries. As soon as practicable but The Borrower shall, at its own expense promptly, and in any event within 30 days following (i) prior to or contemporaneously with the next Financial Statements for each quarter and each year end required to be delivered by Section 5.01(a)(i) and (ii) (or such longer period of time as may be agreed to by the Administrative Agent in its reasonable discretion) after the formation or acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Immaterial Subsidiary), ) or the time after any existing Excluded Domestic Subsidiary that is an Immaterial Subsidiary ceases to be an Excluded Subsidiary, cause Immaterial Subsidiary and (ii) prior to or contemporaneously with the next Financial Statements for each quarter and each year end required to be delivered by Section 5.01(a)(i) and (ii) (as such time period may be extended by the Administrative Agent) after the formation or acquisition of any Foreign Subsidiary (other than an Immaterial Subsidiary) or after any Foreign Subsidiary that is an Immaterial Subsidiary ceases to be an Immaterial 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) cause each of the followingDomestic Subsidiary (other than an Immaterial Subsidiary but including each Domestic Subsidiary that ceases to be an Immaterial Subsidiary) and each other Loan Party (other than a Foreign Subsidiary or an Immaterial Subsidiary), 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 Guarantorparty to the Guaranty, together with executed counterparts of the Security Agreement, the Intellectual Property Security Agreement and each other Loan applicable Security Document in accordance with the terms thereof, execute additional Security Documents (including a Foreign Pledge Agreement, as applicable) if 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 and amend the Security Documents as appropriate in all Collateral light of such Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming event to pledge to the Administrative Agent for the benefit of itself and the Secured Parties 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 Code) and 65% of the voting Equity Securities (within the meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the Code) of each such Person which becomes a Foreign Subsidiary (other than an Immaterial Subsidiary) that is owned directly by the Borrower or a Domestic Subsidiary (provided that, if, as “Secured Party,” a result of any change in formthe tax laws of the United States of America after the date of this Agreement, substance the pledge by any Loan Party of any additional Equity Securities in any such Foreign Subsidiary to the Administrative Agent, on behalf of itself and number sufficient the Lenders, under the Security Documents could not reasonably be expected to result in an increase in the aggregate net consolidated tax liabilities of the Loan Parties, then, promptly after the change in such laws, all such additional Equity Securities shall be filed so pledged under the Security Documents) and execute and deliver all documents or instruments required thereunder or appropriate to perfect the security interest created thereby, (C) except in the case of an Immaterial Subsidiary, 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 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 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 offices and with respect to intellectual property owned by each new Domestic Subsidiary (other than an Immaterial Subsidiary)) required by law or requested by the Administrative Agent to be filed, registered or recorded in all jurisdictions in which filing is necessary order to perfect create in favor of the Administrative Agent for the benefit of the Secured Parties the Lien Lenders a valid, legal and perfected first-priority security interest in and lien on the Collateral conferred under such Security Instrument (subject to Permitted Liens) subject to the extent such Lien may be perfected by Uniform Commercial Code filing (and the Borrower Agent shall file or cause Security Documents to be filed such financing statements)so filed, registered or recorded and evidence thereof delivered to the Administrative Agent, (iiE) pledge agreements, control agreements, Documents and original collateral (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 if requested by the Administrative Agent or the Required Lenders all as necessary to establish and maintain a validAgent, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, deliver an opinion of counsel to each such Domestic Subsidiary in form and addressed substance satisfactory to the Administrative Agent with respect to each new Domestic Subsidiary (other than an Immaterial Subsidiary), and/or the pledge of the Equity Securities of each Domestic Subsidiary and Foreign Subsidiary and the Lenders, matters set forth in form this Section and substance reasonably acceptable (F) deliver to the Administrative Agent the same organization documents, resolutions, certificates, lien searches and the Required Lenders, each of which opinions may be other matters set forth in form Schedule 3.01(b) 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 the Required Lenders may elect; and
(e) with respect to any such new Subsidiary as required to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lenders), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance be delivered with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws respect to the extent such information is requested by Borrower on the date hereof, in form and substance satisfactory to Administrative Agent or the Lenders reasonably promptly after written notice Agent. Notwithstanding anything herein to the Administrative Agent of the proposed joinder of contrary, no Excluded Subsidiary shall be required to be a BorrowerGuarantor and no Excluded Assets shall be required to be pledged as Collateral.
Appears in 1 contract
Sources: Credit Agreement (Valueclick Inc/Ca)
New Subsidiaries. As soon as practicable but Each Material Subsidiary of Versar that is in any event within 30 days following existence on, formed or acquired on or after, the acquisition or creation (by Division or otherwise) Effective Date, shall become a Borrower, jointly and severally liable with each other Borrower for the payment in full of any Domestic the Obligations, and Versar shall cause each such Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, cause to be delivered to the Administrative Agent satisfy each of the following, as applicable:
(a) a joinder agreement reasonably acceptable to following conditions on or before the Required Lenders duly executed by such Domestic Subsidiary sufficient to cause date on which 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 is formed or reasonably requested to establish and preserve the Lien of the Administrative Agent in all Collateral of such Domestic Subsidiary;acquired:
(i) Uniform Commercial Code financing statements naming such Person Such Subsidiary shall execute and deliver to the Bank a joinder agreement on the Bank’s form therefor, and, within 30 days after the acquisition or formation, as “Debtor” and naming appropriate, any other Loan Documents required by the Administrative Agent for the benefit of the Secured Parties as “Secured Party,” in form, substance and number sufficient Bank to be filed in all Uniform Commercial Code filing offices executed 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 delivered by Uniform Commercial Code filing (and the Borrower Agent shall file or cause to be filed such financing statements), and said Subsidiary.
(ii) pledge agreementsAll legal matters incident to such Subsidiary’s becoming a Borrower shall be reasonably satisfactory to counsel for the Bank and the Subsidiary shall execute and deliver to the Bank, control agreementswithin 30 days after its acquisition or formation, Documents and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other additional documents and agreements as may be necessary or reasonably required by the Administrative Agent or the Required Lenders all as necessary certificates relating to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;as the Bank reasonably may request.
(ciii) upon the request of the Required LendersThe Bank shall have received, within 30 days after said acquisition or formation, an opinion of counsel to each such Domestic Subsidiary and Subsidiary, addressed to the Administrative Agent Bank, covering such matters as the Bank may reasonably request, in form and substance reasonably satisfactory to the Bank.
(iv) Financing statements in form and substance reasonably satisfactory to the Bank shall have been properly filed in each office where necessary to perfect the security interest of the Bank in the Collateral of such Subsidiary, and, within 30 days after said acquisition or formation, (A) termination statements shall have been filed with respect to any other financing statements covering all or any portion of such Collateral (except with respect to Liens permitted by this Agreement), (B) all Taxes and fees with respect to such recording and filing shall have been paid by such Subsidiary or the Borrower and (C) the Bank shall have received such Lien searches or reports as it shall require confirming that the foregoing filings and recordings have been completed.
(v) Such Subsidiary shall have delivered the following documents to the Bank, each of which shall be certified as of the date on which such Subsidiary is to become a Borrower, by its secretary or representative performing similar functions; copies of evidence of all actions taken by such Subsidiary to authorize the execution and delivery of the applicable Loan Documents; copies of the articles or certificate of incorporation and bylaws (or the organizational documents for a Borrower that is not a corporation) of such Subsidiary; and a certificate as to the incumbency and signatures of the officers of such Subsidiary executing the Loan Documents.
(vi) The Bank shall have received current certificates of good standing and qualification issued by the appropriate state official of the state of formation of such Subsidiary and in each jurisdiction in which it is qualified to do business.
(vii) The Bank shall have received, within 30 days after said acquisition or formation, such information and documents the Bank may reasonably request with respect to the Collateral of such Subsidiary.
(viii) If required by the Bank, the Bank shall have received, within 30 days after said acquisition or formation, a satisfactory field examination of the Collateral and internal control systems of such Subsidiary performed by a consultant selected by the Bank, and the LendersBorrower shall have reimbursed the Bank for the cost of such consultant.
(ix) If reasonably required by the Bank, it shall have received a landlord waiver from each landlord of such Subsidiary, which shall be in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a BorrowerBank.
Appears in 1 contract
New Subsidiaries. As soon as practicable but in Contemporaneously with the creation or --- ------------ acquisition of any event within 30 days new domestic Subsidiary of the Company, other than a Non- Guarantor Subsidiary, the Company will notify the Agent of such Subsidiary's name and the address of its chief executive offices. No later than fifteen (15) Business Days following the acquisition or creation (by Division or otherwise) later to occur of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, 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 creation of such Domestic new Subsidiary sufficient to cause such Subsidiary to become a Guarantor, together with executed counterparts of each other Loan Document reasonably requested or (b) receipt by the Required LendersCompany or such new Subsidiary from the Agent or the Agent's Special Counsel of forms of the Loan Documents (including the Guaranty) to which such new domestic Subsidiary is to be a party, including all Security Instruments or appropriate amendments thereto, as well as forms of acceptable legal opinions and other documents necessary to demonstrate the due authorization, execution and delivery by such new Subsidiary of such Loan Documents or reasonably requested amendments thereto, the Company shall cause such new Subsidiary to establish deliver executed counterparts of such Loan Documents, amendments, legal opinions and preserve other documents to the Lien Agent. Upon such delivery of such executed counterparts of such Loan Documents, amendments, legal opinions and other documents to the Agent, (y) such new Subsidiary shall become a Sterling Subsidiary and a party to the Guaranty and shall comply with and be bound by all of the Administrative Agent in all Collateral of such Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” terms and naming the Administrative Agent for the benefit conditions of the Secured Parties Loan Documents 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 to be filed such financing statements)a Sterling Subsidiary thereunder, and (iiz) pledge agreementsthe Company shall cause such new Subsidiary to take all actions, control agreementswhich it would have been required to make or take had it been a Sterling Subsidiary and a party to the Guaranty on the Closing Date including, Documents without limitation, making all representations and original collateral (including pledged Equity Interests (other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements warranties as may be necessary or reasonably required by the Administrative Agent or the Required Lenders all as necessary to establish and maintain a valid, perfected security interest in all Collateral in which such Domestic Sterling Subsidiary has an interest consistent with the terms under each of the Loan Documents;
(c) upon the request Documents to which it is a party as of the Required Lenders, an opinion of counsel to each date such Domestic Subsidiary representations and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 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 the proposed joinder of a Borrowerwarranties are made.
Appears in 1 contract
New Subsidiaries. As soon as practicable but The Borrower shall, at its own expense promptly, and in any event within 30 days following thirty (30) Business Days after the formation or acquisition or creation (by Division or otherwise) of any Domestic Subsidiary or any 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)(x)), (B) cause each Domestic Subsidiary, each Foreign Guarantor Subsidiary and each other Loan Party (other than an Excluded a Foreign Non-Guarantor Subsidiary), or as applicable, to become a party to the time any existing Excluded Subsidiary ceases to be an Excluded SubsidiaryGuaranty, cause to be delivered to 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 each and amend the Security Documents as appropriate in light of the following, as applicable:
(a) a joinder agreement reasonably acceptable such event to pledge 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 Domestic Subsidiary;
(i) Uniform Commercial Code financing statements naming such Person as “Debtor” and naming the Administrative Agent for the benefit of itself and 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 Lenders (1) 100% of the Administrative Agent for the benefit Equity Securities of each such Person which becomes a Domestic Subsidiary or a Foreign Guarantor Subsidiary and (2) 100% of the Secured Parties non-voting Equity Securities (within the Lien on meaning of Treasury Regulation Section 1.956-2(c)(2) promulgated under the IRC) and 66% 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 Non-Guarantor 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 Non-Guarantor Subsidiary to 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 to be filed such financing statements)Agent, and (ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms on behalf of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary and addressed to the Administrative Agent itself and the Lenders, under the Security Documents would not result in form an increase in the aggregate net consolidated tax liabilities of the Loan Parties, then, promptly after the change in such laws, all such additional Equity Securities shall be so pledged under the Security Documents) and substance reasonably acceptable 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 Collateral Agent all certificates and the Required Lendersother instruments constituting Collateral thereunder free and clear of all adverse claims, each accompanied by undated powers or other instruments of which opinions transfer executed in blank (and take such other steps as 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of 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 other applicable anti-money laundering laws to the extent such information is requested by the Administrative Agent or the Collateral Agent to perfect the Collateral Agent’s 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 UCC financing statement and each filing with respect to intellectual property owned by each new Domestic Subsidiary) required by law or reasonably requested by the Administrative Agent or the Collateral Agent to be filed, registered or recorded in order to create in favor of the Collateral 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, (E) deliver an opinion of counsel in form and substance reasonably promptly after written notice satisfactory to the Administrative Agent with respect to each new Domestic Subsidiary and Foreign Guarantor Subsidiary, and/or the pledge of the proposed joinder Equity Securities of a Borrowereach Domestic Subsidiary, Foreign Guarantor Subsidiary and Foreign Non-Guarantor Subsidiary and the matters set forth in this Section and (F) 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 such New Subsidiary as required to be delivered with respect to the Borrower on the date hereof, in form and substance reasonably satisfactory to Administrative Agent.
Appears in 1 contract
New Subsidiaries. As soon as practicable but in any event within 30 days (a) Subject to subsection (c) below, not later than forty-five (45) Business Days following the acquisition or creation (by Division or otherwise) of any Domestic Material Subsidiary (other than an Excluded a Foreign Subsidiary), or the time upon any previously existing Excluded Person becoming a Material Subsidiary ceases to be an Excluded (other than a Foreign Subsidiary), 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 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 Lenders each of the Administrative following:
(i) a Guarantor Joinder Agreement executed by such Subsidiary, with appropriate insertions of identifying information and such other changes to which the 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 to be filed such financing statements), and consent in its discretion;
(ii) pledge agreements, control agreements, Documents and original collateral (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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, an opinion of counsel to each such Domestic Subsidiary dated as of the date of delivery of the Guarantor Joinder Agreement provided in the foregoing clause (i) and addressed to the Administrative Agent and the Lenders, in form and substance reasonably acceptable to the Administrative Agent and the Required Lenders, each of which opinions may be in form and substance, including assumptions and qualifications contained therein, substantially similar to those the opinions of counsel to the Guarantors delivered on the Closing Date to the Lenders pursuant to Section 5.01(a);------- 5.01 hereof; and ----
(diii) current copies of the Organization Documents charter or other organizational documents and bylaws, if any, of each such Domestic Subsidiary, together with minutes of duly called and conducted meetings (or duly effected consent actions) of the Board of Directors, partnersDirectors (or other comparable group of individuals performing a similar function), or appropriate committees thereof (and, if required by such Organization Documents charter or other organizational documents, bylaws or by applicable lawlaws, of the shareholders, members or partners) of such Person Subsidiary authorizing the actions and the execution and delivery of documents described in clause (i) of this Section 7.12, all certified ------- 7.18 and evidence satisfactory to the Agent (confirmation of the receipt of ---- which will be provided by the applicable Governmental Authority Agent to the Lenders) that such Subsidiary is Solvent as of such date and after giving effect to the Guaranty.
(b) Subject to subsection (c) below, not later than forty-five (45) Business Days following the acquisition or appropriate officer creation of a Foreign Subsidiary which is a Material Subsidiary, or upon any previously existing Person becoming a Foreign Subsidiary which is a Material Subsidiary, cause to be delivered to the Agent for the benefit of the Lenders each of the following:
(i) a pledge agreement (the "Pledge Agreement") to be entered into by the Borrower or Subsidiary owning any or all of the capital stock or other ownership interest of such Foreign Subsidiary (the "Pledgor") in form and substance acceptable to the Agent pledging 65% of all such capital stock or ownership interests (the "Pledged Stock");
(ii) the certificates evidencing the Pledged Stock together with duly executed stock powers or powers of assignment in blank affixed thereto;
(iii) an opinion of counsel to the Pledgor dated as of the Required date of delivery of the Pledge Agreement provided in the foregoing clause (i) and addressed to the Agent and the Lenders may electas to matters regarding the enforceability of such Pledge Agreement and the status of such Pledged Stock in form and substance acceptable to the Agent; and
(eiv) the items referred to in (a)(iii) above with respect to any Subsidiary to become a Borrower hereunder, within three the Pledgor.
(3c) Business Days prior to becoming a Borrower (which This Section shall require be of no further force or effect if the consent of the Required Lenders), all information and documentation reasonably requested by (and results satisfactory to) Administrative Agent and each Lender for purposes of compliance Guaranty has been terminated in accordance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or 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 the proposed joinder of a Borrower.Section 11.20 hereof. -------------
Appears in 1 contract
Sources: Credit Agreement (Proffitts Inc)
New Subsidiaries. As soon as practicable but in The Borrower shall cause (i) any event within 30 days following direct or indirect domestic Subsidiary which is formed or acquired after the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, 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 Effective Date to become a GuarantorGuarantor with respect to, and jointly and severally liable with all other Guarantors for, all of the Obligations under this Agreement and the Note pursuant to a Guaranty substantially in the form of Exhibit 4.1A, to execute and deliver a Security Agreement substantially in the form of Exhibit 4.1D, together with executed counterparts a UCC-1 Financing Statement with respect to the assets of each other Loan Document reasonably requested such Guarantor as set forth therein and to execute and deliver a Mortgage on any interest it has in real property which the Agent determines material in its reasonable discretion, together with UCC-1 Financing Statements with respect to the personal property assets of such Guarantor as set forth therein (which Mortgages shall be recorded by the Required LendersAgent upon written notice to the Agent by the Borrower, including all Security Instruments and other documents necessary a Guarantor or reasonably requested to establish and preserve the Lien a Lender of the Administrative Agent in all Collateral occurrence of such 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 to be filed such financing statementsa Default), and (ii) pledge agreementsany Subsidiary which forms or acquires a Subsidiary after the Effective Date to execute and deliver to the Agent a Stock Pledge Agreement substantially in the form of Exhibit 4.1B and to deliver to the Agent the original stock certificates for any such Subsidiary as set forth therein (or other evidence of its ownership interest therein) and undated stock powers executed in blank with respect thereto, control agreements, Documents in each case within thirty (30) days following such formation or acquisition. The Borrower shall provide to the Agent a list of all its Subsidiaries with the state or country of incorporation and original collateral the location of the principal place of business of each such Subsidiary at the same time as it provides its quarterly financial reports to the Agent pursuant to Section 6.6(a)(i). Upon demand by the Agent (including pledged Equity Interests (other than Excluded Equity Interestswhich demand shall be made at the request of any Lender), Securities the Borrower shall promptly execute and Instruments) deliver to the Agent, and shall cause its domestic Subsidiaries to promptly execute and deliver to the Agent, such other and further security 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 valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documents;
(c) upon the request of the Required Lenders, 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 and the Required Lenders, 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lenders), all information and documentation reasonably requested by (the Agent to perfect a Lien on its rolling stock and results satisfactory to) Administrative Agent and each Lender for purposes all equipment with certificates of compliance with applicable “know your customer” requirements under the PATRIOT Act, the Beneficial Ownership Regulation or 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 the proposed joinder of a Borrowertitle."
Appears in 1 contract
Sources: Secured Credit Agreement (Palex Inc)
New Subsidiaries. As soon as practicable but in any event within 30 days following Simultaneously with the acquisition or creation (by Division or otherwise) of any Domestic Subsidiary (other than an Excluded Subsidiary), or the time any existing Excluded Subsidiary ceases to be an Excluded Subsidiary, 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 Domestic Subsidiary;
(i) a Guaranty executed by such Subsidiary substantially in the form of Exhibit B;
(ii) a Subsidiary Security Agreement of such Subsidiary substantially in the form of Exhibit C, together with such Uniform Commercial Code financing statements on Form UCC-1 naming such Person Subsidiary as “Debtor” and naming the Administrative Agent for the benefit of the Secured Parties Lenders as “Secured Party,” ”, 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 and in all jurisdictions in which filing is necessary or advisable to perfect in favor of the Administrative Agent for the benefit of the Secured Parties Lenders the Lien on the Collateral conferred under such Security Instrument to the extent such Lien may be perfected by Uniform Commercial Code filing filing;
(and iii) an amendment to the Borrower Agent shall file Pledge Agreement which results in all of the stock or cause other ownership interests of the Subsidiary to be filed such financing statements), subject to the Pledge Agreement and (ii) pledge agreements, control agreements, Documents and original collateral (including pledged Equity Interests (further deliver to the Agent all certificates of stock or other than Excluded Equity Interests), Securities and Instruments) and such other documents and agreements ownership interests as Agent may be necessary or reasonably required by the Administrative require in order for Agent or the Required Lenders all as necessary to establish and maintain perfect a valid, perfected security interest in all Collateral in which such Domestic Subsidiary has an interest consistent with the terms of the Loan Documentsstock or ownership interests;
(civ) upon the request of the Required Lendersif requested by Agent, an opinion of counsel to each such Domestic the 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 Administrative Agent and the LendersBanks, in form and substance reasonably acceptable as to the Administrative Agent due execution delivery and enforceability of the Guaranty and the Required Lenders, each of which opinions may be in form Security Agreement and substance, including assumptions and qualifications contained therein, substantially similar to those opinions of counsel delivered pursuant to Section 5.01(a)such other matters as reasonably required by the Agent;
(dv) current copies of the Organization Documents organizational 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 organizational documents, operating documents or applicable law, of the shareholders, members or partners) of such Person Subsidiary 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 the Required Lenders may elect; and
(e) with respect to any Subsidiary to become a Borrower hereunder, within three (3) Business Days prior to becoming a Borrower (which shall require the consent of the Required Lenders7.01(g), 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 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 the proposed joinder of a Borrower.
Appears in 1 contract
Sources: Credit Agreement (QC Holdings, Inc.)