Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel. (b) The Borrower will cause, and will cause each other Loan Party to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. (c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower. (d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower. (e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 4 contracts
Sources: Credit Agreement (Deluxe Corp), Credit Agreement (Deluxe Corp), Credit Agreement (Deluxe Corp)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty (30Section 5.09(f) days (or such later date as may be agreed upon by the Administrative Agent) below after any Person qualifies becomes a Restricted Subsidiary that is not an Excluded Subsidiary or any Excluded Subsidiary that is not an Unrestricted Subsidiary ceases to be an Excluded Subsidiary (including by qualifying independently as, or is being designated by the Borrower or the Administrative Agent as, as a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary) (a “New Loan Party”), Irish Holdco and the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall (subject to the Agreed Security Principles, in the case of any Foreign Subsidiary) cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent a joinder Joinder Agreement and a supplement to this Agreement and, in the Subsidiary Guaranty and case of a Domestic Subsidiary, the U.S. Security Agreement and each other applicable Collateral Document (in each case in the form contemplated therebythereby and modified as required in order to comply with local laws in accordance with the Agreed Security Principles, if applicable) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereofof this Agreement, such Subsidiary Guaranty and the U.S. Security Agreement (if applicable) and other applicable Collateral Document, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(bi) The Borrower Subject to the Agreed Security Principles (where applicable) and Section 5.09(f), Irish Holdco will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents no other Liens other than Permitted Liens and to Liens permitted by Section 6.02. Without (ii) without limiting the generality of the foregoing, and subject to the Agreed Security Principles (iwhere applicable) the Borrower and Section 5.09(f), Irish Holdco (A) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Irish Holdco or any other Loan Party (other than Excluded Equity Interests) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, request and (B) will, and will cause each other Loan Party to, deliver Mortgages and Mortgage Instruments with respect to real property (excluding Excluded Assets) owned by Irish Holdco or such Loan Party to the extent extent, and within such time period as is, reasonably required by the Administrative Agent or its counsel determines Agent; provided that such pledge would with respect to jurisdictions that impose mortgage recording taxes, the applicable Mortgages and Mortgage Instruments and any other Collateral Documents shall not provide material credit support for the benefit secure indebtedness in an amount exceeding 105% of the Secured fair market value of the applicable mortgaged property, as reasonably determined in good faith by the Loan Parties pursuant and reasonably acceptable to legally valid, binding and enforceable pledge agreementsthe Administrative Agent.
(c) Without limiting the foregoing, but subject to the Borrower Agreed Security Principles and Section 5.09(f), Irish Holdco will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of Irish Holdco; provided that, in connection with any real property subject to this Section 5.09(c), Irish Holdco will comply with the BorrowerNational Flood Insurance Reform Act of 1994 and related legislation and regulations to the extent applicable.
(d) If Subject to the Agreed Security Principles and Section 5.09(f), if any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower Irish Holdco will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Irish Holdco will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (cb) of this SectionSection 5.09, all at the expense of the BorrowerIrish Holdco.
(e) At Except with respect to a Subsidiary that is an Excluded Subsidiary, concurrently with the designation of any time Subsidiary as a guarantor under any other Material Indebtedness of Irish Holdco after the Borrower determines that Closing Date, Irish Holdco shall cause each such Subsidiary (i) to execute a Joinder Agreement substantially in the form of Exhibit D (each a “Joinder Agreement”) to become a Subsidiary Guarantor is not (in the case of a Foreign Subsidiary, modified as required in order to comply with local laws in accordance with the Agreed Security Principles) and such joinder shall be accompanied by appropriate officers’ certificates, resolutions, Organizational Documents and legal opinions of counsel, as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(f) Notwithstanding anything to the contrary herein or in any other Loan Document, (i) any deliverables delivered pursuant to this Section 5.09 as of the Closing Date shall be subject to the penultimate paragraph of Section 4.01, (ii) with respect to any real property acquired after the Closing Date, the Loan Parties shall have ninety (90) days after the acquisition of the applicable real property (or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with respect thereto) to take the actions required by this Section 5.09, (iii) with respect to any other property or assets acquired after the Closing Date or with respect to any New Loan Party, the Loan Parties shall have forty-five (45) days, or ninety (90) days in the case of the Equity Interests, property or assets of, or actions required to be taken by, any Foreign Subsidiary, after the acquisition thereof or such Person becomes a Subsidiary Guarantor under the definition of “Material Subsidiary”, including New Loan Party (or such later date as may be agreed upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information respect thereto) to take the actions required by this Section; provided that, in reasonable detail describing why the case of any Equity Interests, property or assets of any Foreign Subsidiary acquired or any Foreign Subsidiary becoming a New Loan Party within ninety (90) days after the Closing Date, the Loan Parties shall have the longer of (A) ninety (90) days after the Closing Date and (B) ninety (90) days after such Subsidiary is no longer required acquisition or such Person becoming a New Loan Party to take any such actions (or, in each case such later date as may be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, agreed upon by the Administrative Agent shallin the exercise of its reasonable discretion with respect thereto), at and (iv) no Loan Party shall have any obligation to (A) enter into control agreements with respect to any security interest or lien in any Deposit Account or Securities Account (in each case, as defined in the Borrower’s expenseUCC) included in the Collateral, release such Subsidiary from the Subsidiary Guaranty and (B) perfect any security interest or lien in any intellectual property included in the Collateral Documents in any jurisdiction other than in the United States, except with respect to Foreign Intellectual Property issued or registered by, or applied-for in, a Covered Jurisdiction, (C) to obtain any landlord waivers, estoppels or collateral access letters, (D) perfect a security interest in any letter of credit rights, other than the filing of a UCC financing statement or (E) pledge Equity Interests of any partnership, joint venture or non-wholly owned Subsidiary which are not permitted to be pledged pursuant to the terms of such documentation as partnership’s, joint venture’s or non-wholly owned Subsidiary’s organizational, joint venture or equivalent documents (after giving effect to the Borrower shall reasonably requestapplicable anti-assignment provisions of the UCC or other applicable law).
Appears in 4 contracts
Sources: Credit Agreement (Horizon Pharma PLC), Credit Agreement (Horizon Pharma PLC), Credit Agreement (Horizon Pharma PLC)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty (30Section 5.09(f) days (or such later date as may be agreed upon by the Administrative Agent) below after any Person qualifies becomes a Restricted Subsidiary that is not an Excluded Subsidiary or any Excluded Subsidiary that is not an Unrestricted Subsidiary ceases to be an Excluded Subsidiary (including by qualifying independently as, or is being designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor Material Subsidiary, which in the case of a qualification shall be the date on which financial statements have been delivered pursuant to the definition of Section 5.01 that demonstrate such qualification) (a “Material SubsidiaryNew Loan Party”), Irish Holdco and the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall (subject to the Agreed Security Principles, in the case of any Foreign Subsidiary) cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent a joinder Joinder Agreement and a supplement to this Agreement and, in the Subsidiary Guaranty and case of a Domestic Subsidiary, the U.S. Security Agreement and each other applicable Collateral Document (in each case in the form contemplated therebythereby and modified as required in order to comply with local laws in accordance with the Agreed Security Principles, if applicable) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereofof this Agreement, such Subsidiary Guaranty and the U.S. Security Agreement (if applicable) and other applicable Collateral Document, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower (i) Subject to the Agreed Security Principles (where applicable) and Section 5.09(f), Irish Holdco will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents no other Liens other than Permitted Liens and to Liens permitted by Section 6.02. Without (ii) without limiting the generality of the foregoing, and subject to the Agreed Security Principles (iwhere applicable) the Borrower and Section 5.09(f), Irish Holdco (A) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Irish Holdco or any other Loan Party (other than Excluded Equity Interests) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, request and (B) will, and will cause each other Loan Party to, deliver Mortgages and Mortgage Instruments with respect to real property (excluding Excluded Assets) owned by Irish Holdco or such Loan Party to the extent extent, and within such time period as is, reasonably required by the Administrative Agent or its counsel determines Agent; provided that such pledge would with respect to jurisdictions that impose mortgage recording taxes, the applicable Mortgages and Mortgage Instruments and any other Collateral Documents shall not provide material credit support for the benefit secure indebtedness in an amount exceeding 105% of the Secured fair market value of the applicable mortgaged property, as reasonably determined in good faith by the Loan Parties pursuant and reasonably acceptable to legally valid, binding and enforceable pledge agreementsthe Administrative Agent.
(c) Without limiting the foregoing, but subject to the Borrower Agreed Security Principles and Section 5.09(f), Irish Holdco will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of Irish Holdco; provided that, in connection with any real property subject to this Section 5.09(c), Irish Holdco will comply with the BorrowerNational Flood Insurance Reform Act of 1994 and related legislation and regulations to the extent applicable.
(d) If Subject to the Agreed Security Principles and Section 5.09(f), if any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower Irish Holdco will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Irish Holdco will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (cb) of this SectionSection 5.09, all at the expense of the BorrowerIrish Holdco.
(e) At Except with respect to a Subsidiary that is an Excluded Subsidiary, concurrently with the designation of any time Subsidiary as a guarantor under any other Material Indebtedness of Irish Holdco after the Borrower determines that Closing Date, Irish Holdco shall cause each such Subsidiary (i) to execute a Joinder Agreement substantially in the form of Exhibit D (each a “Joinder Agreement”) to become a Subsidiary Guarantor is not (in the case of a Foreign Subsidiary, modified as required in order to comply with local laws in accordance with the Agreed Security Principles) and such joinder shall be accompanied by appropriate officers’ certificates, resolutions, Organizational Documents and legal opinions of counsel, as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(f) Notwithstanding anything to the contrary herein or in any other Loan Document, (i) any deliverables delivered pursuant to this Section 5.09 as of the Closing Date shall be subject to the penultimate paragraph of Section 4.01, (ii) with respect to any real property acquired after the Closing Date, the Loan Parties shall have ninety (90) days after the acquisition of the applicable real property (or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with respect thereto) to take the actions required by this Section 5.09, (iii) with respect to any other property or assets acquired after the Closing Date or with respect to any New Loan Party, the Loan Parties shall have forty-five (45) days, or ninety (90) days in the case of the Equity Interests, property or assets of, or actions required to be taken by, any Foreign Subsidiary, after the acquisition thereof or such Person becomes a Subsidiary Guarantor under the definition of “Material Subsidiary”, including New Loan Party (or such later date as may be agreed upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information respect thereto) to take the actions required by this Section; provided that, in reasonable detail describing why the case of any Equity Interests, property or assets of any Foreign Subsidiary acquired or any Foreign Subsidiary becoming a New Loan Party within ninety (90) days after the Closing Date, the Loan Parties shall have the longer of (A) ninety (90) days after the Closing Date and (B) ninety (90) days after such Subsidiary is no longer required acquisition or such Person becoming a New Loan Party to take any such actions (or, in each case such later date as may be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, agreed upon by the Administrative Agent shallin the exercise of its reasonable discretion with respect thereto), at and (iv) no Loan Party shall have any obligation to (A) enter into control agreements with respect to any security interest or lien in any Deposit Account or Securities Account (in each case, as defined in the Borrower’s expenseUCC) included in the Collateral, release such Subsidiary from the Subsidiary Guaranty and (B) perfect any security interest or lien in any intellectual property included in the Collateral Documents in any jurisdiction other than in the United States, except with respect to Foreign Intellectual Property issued or registered by, or applied-for in, a Covered Jurisdiction, (C) to obtain any landlord waivers, estoppels or collateral access letters, (D) perfect a security interest in any letter of credit rights, other than the filing of a UCC financing statement or (E) pledge Equity Interests of any partnership, joint venture or non-wholly owned Subsidiary which are not permitted to be pledged pursuant to the terms of such documentation as partnership’s, joint venture’s or non-wholly owned Subsidiary’s organizational, joint venture or equivalent documents (after giving effect to the Borrower shall reasonably requestapplicable anti-assignment provisions of the UCC or other applicable law).
Appears in 3 contracts
Sources: Credit Agreement (Horizon Therapeutics Public LTD Co), Credit Agreement (Horizon Therapeutics Public LTD Co), Credit Agreement (Horizon Therapeutics Public LTD Co)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies asbecomes, or is designated by the Borrower or the Administrative Agent Company as, or qualifies independently as a Subsidiary Guarantor pursuant to the definition definitions of “Material Subsidiary” and “Subsidiary Guarantor”, the Borrower Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary Guarantor to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower Company will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixed; provided that (x) real property shall be limited to mining property and (y) such owned property shall exclude precious metal, any and all inventory or work-in-process that contains precious metal and any proceeds of the foregoing (collectively, “Precious Metal”)), to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Parties Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02Permitted Liens. Without limiting the generality of the foregoing, the Company (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Company or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably requestrequest and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real mining Property owned by the Company or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until the date that is sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that is sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Parties Obligations pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower Company will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerCompany.
(d) If any assets (including any real mining property or improvements thereto or any interest therein but excluding Precious Metal) are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Company will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerCompany.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 3 contracts
Sources: Credit Agreement (MATERION Corp), Credit Agreement (MATERION Corp), Credit Agreement (MATERION Corp)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraph of this Section 6.09, after (30i) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies asbecomes a Restricted Subsidiary that is not an Excluded Subsidiary or an Excluded Tax Subsidiary, (ii) any Excluded Subsidiary (other than an Excluded Tax Subsidiary) that is not an Unrestricted Subsidiary or an Excluded Tax Subsidiary ceases to be an Excluded Subsidiary or (iii) an Excluded Tax Subsidiary that is designated by the Borrower not an Unrestricted Subsidiary or the Administrative Agent asan Excluded Subsidiary ceases to be an Excluded Tax Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition of “Material that is no longer an Excluded Subsidiary”), in each case, the Borrower shall promptly provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Subsidiary Guaranty Agreement in form and substance reasonably satisfactory to the Security Agreement Administrative Agent, guaranteeing the Loan Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence, in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which Administrative Agent, securing payment of all the Finance Obligations of such Person agrees to be bound by New Loan Party under the terms and provisions thereofFinance Documents, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower will causewill, and will cause each other Loan Party to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and such other actions or deliveries of the type required by Section 4.01, as applicabledocuments), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(dc) If any assets are asset constituting Collateral is acquired by a Loan Party after the Effective Closing Date (other than Excluded Property and assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets Collateral to be subjected subject to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Sectionabove, all at the expense of the Borrower; provided that, with respect to Equity Interests, such actions will be limited to those specified in clause (b) above.
(ed) At Notwithstanding the foregoing, with respect to (x) any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”property (other than Excluded Property), including upon Mortgaged Property, owned on or acquired after the addition of another Subsidiary as a Subsidiary GuarantorClosing Date, the Borrower Loan Parties shall provide have one hundred twenty (120) days after the date hereof or date of acquisition thereof as applicable, or (y) any New Loan Party, the Loan Parties shall have ninety (90) days after the date such Person becomes a New Loan Party (or in each case, such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information respect thereto), in reasonable detail describing why such Subsidiary is no longer each case of the foregoing, to take the actions required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestby this Section.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (MKS Instruments Inc), Term Loan Credit Agreement (MKS Instruments Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraph of this Section 6.09, after (30i) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, becomes a Restricted Subsidiary that is not an Excluded Subsidiary or (ii) any Excluded Subsidiary that is designated by the Borrower or the Administrative Agent asnot an Unrestricted Subsidiary ceases to be an Excluded Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition that is no longer an Excluded Subsidiary, including as a result of “Material Subsidiary”any Permitted Reorganization), the Borrower in each case, Parent shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person New Loan Party and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Guaranty Agreement in form and substance satisfactory to the Administrative Agent, guaranteeing the Finance Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence or, in the case of a Foreign Subsidiary Guaranty organized in a jurisdiction with respect to which no Collateral Documents have been delivered prior to such time, new Collateral Documents substantially comparable to the Collateral Documents for other Foreign Subsidiaries (and consistent with customary collateral documents in such jurisdiction but, for the Security Agreement (avoidance of doubt, with terms no more restrictive, when taken as a whole, than the other Collateral Documents applicable to Guarantors and without additional commercial obligations, representations, undertakings or indemnities materially broader than those contained in the Loan Documents entered into on the Closing Date unless required for the creation, perfection or effective enforcement of security), in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which such Person agrees to be bound by Administrative Agent, securing payment of all the terms and provisions thereof, Finance Obligations of such Subsidiary Guaranty and under the Security Agreement Finance Documents to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel; provided, however, that any such foreign guarantees and foreign security will be limited or not required if (or to the extent) (A) it is limited by applicable corporate benefit, maintenance of capital, “thin capitalization” rules and financial assistance restrictions or (B) if the same would violate the fiduciary duties of their directors or contravene any legal prohibition or regulatory condition or it is generally accepted (taking into account market practice in respect of the giving of guarantees and security for financial obligations in the relevant jurisdiction) that it would result in a material risk of personal or criminal liability on the part of any officer or director of a Loan Party, provided that the relevant Loan Party shall use commercially reasonable efforts to overcome any such obstacle.
(b) The Borrower Parent will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Finance Parties to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens permitted by Section 6.02other than Permitted Liens. Without limiting the generality of the foregoing, Parent (i) the Borrower will cause the Applicable Pledge Percentage 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Parent or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien on a first priority basis, subject to Permitted Liens, in favor of the Administrative Agent to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement will, and will cause each other Loan Party to, deliver Mortgages with respect to each Mortgaged Property, together with Mortgage Instruments; provided that with respect to jurisdictions that impose mortgage recording taxes, the applicable Mortgage and Mortgage Instruments and any other Collateral Documents shall not secure indebtedness in respect an amount exceeding 105% of the Equity Interests fair market value of a Foreign Subsidiary shall be required hereunder (A) until June 30the applicable Mortgaged Property, 2010 or such later date as reasonably determined in good faith by the Loan Parties and reasonably acceptable to the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsAgent.
(c) Without limiting the foregoing, the Borrower Parent will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerParent.
(d) If any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Closing Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower Parent will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Parent will cause such assets to be subjected to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerParent; provided that, with respect to real property and Equity Interests, such actions will be limited to those specified in paragraph (b) of this Section.
(e) At Notwithstanding anything to the contrary set forth herein, (i) no action shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement, (ii) control agreements and perfection by “control” (other than in respect of certificated Collateral) shall not be required with respect to any time Collateral, (iii) there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters, (iv) no actions outside any jurisdiction of any Borrower or any jurisdiction of any Guarantor that is a Material Restricted Subsidiary (the Borrower determines “Covered Jurisdictions”) shall be required in order to create any security interests in assets located or titled outside of the Covered Jurisdictions or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction (other than the Covered Jurisdictions) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than a Subsidiary Guarantor Covered Jurisdiction; provided, however, that no actions in any jurisdiction outside a Loan Party’s jurisdiction of organization shall be required in order to create or perfect any security interests in (x) the Equity Interests held by such Loan Party of any Person that is not a Material Restricted Subsidiary or (y) immaterial assets of such Loan Party located outside such Person’s jurisdiction of organization; (v) except as specified in paragraph (b) above, no filings in respect of any Lien shall be required in any jurisdiction that impose recording fees based on the aggregate principal amount of indebtedness secured and (vi) no actions in any jurisdiction outside the United States shall be required where the cost of obtaining or perfecting a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby (taking into account any documentation in any Covered Jurisdiction related thereto) as reasonably determined by the Administrative Agent in writing (in consultation with the U.S. Borrower). Notwithstanding the foregoing, (i) any deliverables delivered pursuant to this Section 6.09 as of the Closing Date shall be subject to the last paragraph of Section 4.01, (ii) with respect to any real property acquired after the Closing Date, the Loan Parties shall have ninety (90) days after the acquisition of the applicable real property (or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with respect thereto) to take the actions required by this Section, and (iii) with respect to any other property or assets acquired after the Closing Date or with respect to any New Loan Party, the Loan Parties shall have forty-five (45) days, or ninety (90) days in the case of the Equity Interests, property or assets of, or actions required to be taken by, any Foreign Subsidiary, after the acquisition thereof or such Person becomes a Subsidiary Guarantor under the definition of “Material Subsidiary”, including New Loan Party (or such later date as may be agreed upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information respect thereto) to take the actions required by this Section; provided that, in reasonable detail describing why the case of any Equity Interests, property or assets of any Foreign Subsidiary acquired or any Foreign Subsidiary becoming a New Loan Party within ninety (90) days after the Closing Date, the Loan Parties shall have the longer of (A) ninety (90) days after the Closing Date and (B) ninety (90) days after such Subsidiary is no longer required acquisition or such Person becoming a New Loan Party to take any such actions (or, in each case such later date as may be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, agreed upon by the Administrative Agent shall, at in the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestexercise of its reasonable discretion with respect thereto).
Appears in 2 contracts
Sources: Credit Agreement (Jazz Pharmaceuticals PLC), Credit Agreement (Jazz Pharmaceuticals PLC)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions to the extent requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements6.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Rogers Corp), Credit Agreement (Rogers Corp)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary (other than any CFC Holding Company or any Subsidiary of any CFC or CFC Holding Company) which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to the Administrative Agent and its counsel. For the avoidance of doubt, except as provided in Section 5.09(f) below, no CFC or CFC Holding Company (or any subsidiary of any CFC or CFC Holding Company) shall, by joinder or otherwise, become party to the Subsidiary Guaranty or the Security Agreement or otherwise be bound by the terms and provisions thereof.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal, tangible, intangible, or mixed, but excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with with, and to the extent required by, the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the The Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than the Excluded Restricted Subsidiary Equity InterestsAssets) directly owned by the Borrower or any other Loan Party to be subject at all times to a first prioritypriority perfected Lien, perfected Lien subject in any case to Liens permitted by Section 6.02, in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary (other than the Applicable Pledge Percentage of the Equity Interests of a Designated Foreign Guarantor or a Subsidiary directly owned by a Designated Foreign Guarantor) shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting Subject to the foregoingrestriction in Section 5.09(a) and (b), the Borrower will, and will cause each applicable Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than the Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereofthereof in accordance with the terms of the Collateral Documents, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At Notwithstanding anything to the contrary herein or in any time other Loan Document, no Loan Party shall have any obligation to (i) perfect any security interest or lien in any intellectual property included in the Collateral in any jurisdiction other than in the United States (or, with respect to any Grantor that is a Designated Foreign Guarantor, the United States and such Grantor’s jurisdiction or incorporation or formation); provided, however, that upon the reasonable request of the Administrative Agent and in consultation with the Borrower, the Administrative Agent may make additional filings or recordations to perfect or protect its Lien in intellectual property of such Grantor that is material to the business of the Borrower determines that and its Subsidiaries, on a Subsidiary consolidated basis, in any jurisdiction where any Designated Foreign Guarantor is not required incorporated or formed, or, if applicable, in an international registry under the World Intellectual Property Organization (WIPO) or (ii) to obtain any landlord waivers, estoppels or collateral access letters.
(f) Notwithstanding anything to the contrary herein or in any other Loan Document, the Borrower may from time to time elect to cause any Foreign Subsidiary organized in a jurisdiction reasonably acceptable to the Administrative Agent to be a Subsidiary Designated Foreign Guarantor under upon written notice to the definition Administrative Agent. Promptly following receipt of “Material Subsidiary”any such notice, including upon the addition Administrative Agent shall advise each Lender of another Subsidiary as a Subsidiary Guarantorthe details thereof. Following such election, the Borrower shall provide the Administrative Agent cause such Foreign Subsidiary to become a Loan Party and a Subsidiary Guarantor in accordance with written notice thereof setting forth information in reasonable detail describing why this Section 5.09 as though such Subsidiary is no longer required were a newly acquired or formed Material Domestic Subsidiary, mutatis mutandis, and upon (i) the satisfaction of such requirements under Sections 5.09(a) and (b) with respect to be a such Foreign Subsidiary Guarantor. Upon and its assets, (ii) the Administrative Agent’s reasonable determination that such Subsidiary is no longer required effectiveness of the applicable joinders to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Security Agreement and any other customary local law governed Collateral Documents pursuant necessary or reasonably requested by the Administrative Agent to grant and perfect the Liens contemplated hereby, and (iii) receipt by the Administrative Agent and the Lenders of such information and documentation as reasonably requested thereby for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Borrower Patriot Act and the Beneficial Ownership Regulation, such Foreign Subsidiary shall reasonably requestconstitute a Subsidiary Guarantor and a Loan Party hereunder.
Appears in 2 contracts
Sources: Limited Waiver and Fourth Amendment to Third Amended and Restated Credit Agreement (Eagle Pharmaceuticals, Inc.), Credit Agreement (Eagle Pharmaceuticals, Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty sixty (3060) days (or such later date as may be agreed upon by the Administrative Agent) after (i) any Person (other than an existing Subsidiary) becomes a Subsidiary that qualifies as a Material Domestic Subsidiary or (ii) the end of a fiscal quarter during which any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions to the extent requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property constituting Collateral (whether personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected (to the extent any such Lien may be perfected under the UCC) Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with to the extent required by the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (ii) no such foreign law governed pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder until the date that occurs ninety (A90) until June 30, 2010 days after the date such pledge agreement is reasonably requested by the Administrative Agent or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable, but excluding any mortgages, deeds of trust or fixture filings), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If . Notwithstanding anything to the contrary in the Loan Documents, no actions in any assets are acquired jurisdiction outside the United States or required by a Loan Party after the Effective Date laws of any jurisdiction outside the United States shall be required (other than assets constituting Collateral under with respect to the Security Agreement pledge of Equity Interests in a Pledge Subsidiary that become is a First Tier Foreign Subsidiary) in order to create any security interests in any asset of the Borrower or any Subsidiary physically located in any jurisdiction outside the United States or subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested a document of title governed by the Administrative Agent, laws of any jurisdiction outside the Borrower will cause United States or to perfect any security interests under such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrowerlaws.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Rogers Corp), Credit Agreement (Rogers Corp)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Subsidiary (other than an Excluded Subsidiary) or any Subsidiary qualifies as, independently as a Material Subsidiary (other than an Excluded Subsidiary) or is designated by the Borrower or the Administrative Agent as, Parent as a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”Guarantor, the Borrower Parent shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall (subject to the Agreed Security Principles, in the case of any Foreign Subsidiary) cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder supplement to the Subsidiary Guaranty and the US Security Agreement and/or each other applicable Collateral Document (in each case in the form contemplated therebythereby and modified as required in order to comply with local laws in accordance with the Agreed Security Principles, if applicable) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such the Subsidiary Guaranty and Guaranty, the US Security Agreement and/or other applicable Collateral Document, as applicable, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower Subject to the Agreed Security Principles (except in the case of any Loan Party organized under the laws of the United States) and Section 5.09(f), Parent will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens other than Liens permitted by Section 6.02. Without limiting the generality of the foregoing, and subject to the Agreed Security Principles (where applicable) and Section 5.09(f), Parent (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly or indirectly owned by the Borrower or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge pledge, collateral and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement in will, and will cause each other Loan Party to, deliver Mortgages and Mortgage Instruments with respect of to real property (excluding Excluded Assets) owned by the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 Borrower or such later date Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsAgent.
(c) Without limiting the foregoing, but subject to the Borrower Agreed Security Principles (except in the case of any Loan Party organized under the laws of the United States) and Section 5.09(f), Parent will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower; provided that, in connection with any real property subject to this Section 5.09(c), the Borrower will comply with the National Flood Insurance Reform Act of 1994 and related legislation and regulations.
(d) If Subject to the Agreed Security Principles (except in the case of any Loan Party organized under the laws of the United States) and Section 5.09(f), other than with respect to such Loan Parties as expressly provided in the final proviso to the definition of Agreed Security Principles), if any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower Parent will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Parent will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (cb) of this SectionSection 5.09, all at the expense of the BorrowerParent.
(e) At Concurrently with the designation of any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantorguarantor under any other Material Indebtedness of the Borrower after the Effective Date, the Borrower shall provide cause each such Subsidiary to deliver to the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why a duly executed copy of the Subsidiary Guaranty (or supplement thereto) pursuant to which such Subsidiary is agrees to be bound by the terms and provisions of the Subsidiary Guaranty and, in the case of a Foreign Subsidiary, modified as required in order to comply with local laws in accordance with the Agreed Security Principles, and such Subsidiary Guaranty (or supplement thereto) shall be accompanied by appropriate officer’s certificates, resolutions, organizational documents and legal opinions of counsel as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(f) (i) Notwithstanding anything in this Agreement to the contrary, in no longer event shall any Mortgage be required to be a Subsidiary Guarantor. Upon executed and delivered with respect to any real property constituting Collateral, unless and until the Administrative AgentAgent has so requested (and the conditions set forth in this Section 5.09(f) and in Section 5.09(c) have been met). The Administrative Agent shall not deliver such request with respect to any such real property located in the United States and its territories until (x) a date that is at least 45 Business Days after the Administrative Agent has delivered to the Lenders (A) written notice of its intention to request delivery and execution of the applicable Mortgage and (B) (1) a completed standard “life of loan” flood hazard determination form and such other documents as any Lender may reasonably request to complete its flood insurance due diligence with respect to the applicable real property; (2) if the improvements to the applicable real property are determined to have special flood hazards by the Federal Emergency Management Agency, a notification to the applicable Loan Party (“Loan Party Notice”) and (if applicable) notification to the applicable Loan Party that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community where such real property is located does not participate in the NFIP; (3) documentation evidencing the applicable Loan Party’s reasonable determination that such Subsidiary receipt of the Loan Party Notice; and (4) if the Loan Party Notice is no longer required to be given and, to the extent flood insurance is required by any applicable requirement of law or any Lender’s written regulatory or compliance procedures and flood insurance is available in the community in which such real property is located, evidence of a Subsidiary Guarantorflood insurance policy in compliance with the Flood Insurance Laws (including without limitation, in an amount required under the Flood Insurance Laws) and (y) all Lenders shall have consented to the making of such request; provided that a Lender shall be deemed to have so consented unless such Lender objects to the execution and delivery of such Mortgage in writing to the Administrative Agent shall, at no later than 45 Business Days after delivery of the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty documentation and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestwritten notice described in clauses (x)(A) and (B) above.
Appears in 2 contracts
Sources: Credit Agreement (Endo, Inc.), Credit Agreement (Endo, Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Collateral Agent) after any Person becomes a Subsidiary or any Restricted Subsidiary qualifies independently as, or is designated by the Borrower Company or the Administrative Collateral Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower Company shall provide the Administrative Collateral Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and and, during the Collateral Period, deliver to the Collateral Agent the U.S. Security Agreement or the Canadian Security Agreement, as applicable (in each case case, in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the U.S. Security Agreement or the Canadian Security Agreement, as applicable, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative applicable Agent and its counsel; provided that this clause (a) shall not apply to any Subsidiary to the extent such Subsidiary is excluded from the definition of “U.S. Subsidiary Guarantor” or “Canadian Subsidiary Guarantor”.
(b) The Borrower Upon the occurrence of the Collateral Date, and at all other times during the Collateral Period, the Company will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without During the Collateral Period, and without limiting the generality of the foregoing, the Company (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Company or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Collateral Agent shall reasonably request, subject in any case to Liens permitted by clauses (b) through (f) of Section 6.02 and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary Loan Party to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the such Loan Party (other than Excluded Assets) to the extent, and within such time period as is, reasonably required by the Collateral Agent.
(c) During the Collateral Period, and without limiting the foregoing, the Company will, and will cause each Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Collateral Agent may, from time to timetime during the Collateral Period, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerCompany.
(d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date and during the Collateral Period (other than assets constituting Collateral under the U.S. Security Agreement or the Canadian Security Agreement, as applicable. that become subject to the Lien under the U.S. Security Agreement or the Canadian Security Agreement, as the case may be, upon acquisition thereof), the Borrower Company will notify the Administrative Collateral Agent thereof, and, if requested by the Administrative Collateral Agent, the Borrower Company will cause such assets to be subjected to a Lien securing the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Collateral Agent shall reasonably request and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Collateral Agent to grant and perfect such Liens, including actions described in clause paragraph (cb) of this Section, all at the expense of the BorrowerCompany.
(e) At Upon the occurrence of the Collateral Release Date (if any), and so long as no Default or Event of Default is then continuing, any Liens granted to the Collateral Agent pursuant to the requirements of this Section 5.10 that remain in effect at such time shall be promptly released by the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under Collateral Agent upon receipt by the definition Collateral Agent of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty Company (and the Collateral Documents pursuant Agent agrees to such documentation as execute and deliver any documents or instruments reasonably requested by the Borrower Company and in form and substance reasonably satisfactory to the Collateral Agent to evidence the release of all Collateral, all at the expense of the Company).
(f) Notwithstanding the foregoing or Section 5.11 below, Liens granted by the Canadian Borrowers and Affected Foreign Subsidiaries shall reasonably requestonly secure the Obligations of the Canadian Loan Parties.
Appears in 2 contracts
Sources: Credit Agreement (Watsco Inc), Credit Agreement (Watsco Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) 45 days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Domestic Subsidiary or any Domestic Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and a joinder to the U.S. Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the U.S. Security Agreement to be accompanied by appropriate corporate requisite organizational resolutions, other corporate organizational documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counselcounsel (but, with respect to any such legal opinion, limited to the types of matters covered in the legal opinions delivered pursuant to Section 4.01). Notwithstanding anything to the contrary in any Loan Document, no Excluded Subsidiary shall be required to be a Subsidiary Guarantor.
(b) The Subject to the terms, limitations and exceptions set forth in the applicable Collateral Documents, the Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal or real, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting With respect to the generality pledge of any Equity Interest in any Subsidiary and subject to the foregoingterms, (i) limitations and exceptions set forth in the applicable Collateral Documents, the Borrower will cause the Applicable Pledge Percentage (A) 100% of the issued and outstanding Equity Interests of (1) each Pledge Subsidiary that is a Domestic Subsidiary (other than Domestic Foreign Holding Companies and Subsidiaries of a Foreign Subsidiary or a Domestic Foreign Holding Company) and (2) the UK Material Subsidiary and (B) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Pledge Subsidiary (i) that is a Foreign Subsidiary (other than Excluded Restricted Subsidiary the UK Material Subsidiary) or (ii) that is a Domestic Foreign Holding Company, in each case which Equity Interests) Interests are directly owned by the Borrower or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents Documents. Without limiting the generality of the foregoing, the Borrower will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Borrower or such other pledge Subsidiary Guarantor which does not constitute Excluded Real Property within 90 days after the acquisition thereof (it being agreed that the Administrative Agent may extend such time period, in its reasonable discretion, by up to 30 days). Notwithstanding the foregoing, no such Mortgages and security documents as Mortgage Instruments are required to be delivered hereunder for Excluded Real Property or and in any case until the date that is 90 days after the Effective Date (it being agreed that the Administrative Agent may extend such time period, in its reasonable discretion, by up to 30 days). Notwithstanding the foregoing, the Administrative Agent shall reasonably request, and not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Loan Party after the Effective Date until the date that occurs 21 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically on an Electronic System) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) no if such pledge agreement real property is located in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder “special flood hazard area”, (A) until June 30, 2010 or such later date as a notification to the Administrative Agent may agree in Borrower of that fact and (if applicable) notification to the exercise of its reasonable discretion with respect thereto, Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice; and (iii) if such notice is required to be provided to the extent Borrower and flood insurance is available in the Administrative Agent or its counsel determines that community in which such pledge would not provide material credit support for the benefit real property is located, evidence of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsrequired flood insurance.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, intellectual property security agreements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, subject to the terms, limitations and exceptions set forth herein or in any Collateral Document, all at the expense of the Borrower.
(d) If any material assets are acquired by a Loan Party after the Effective Date (other than (i) Excluded Assets or (ii) assets of the type constituting Collateral under the U.S. Security Agreement or other applicable Collateral Document that either become subject to the Lien under the U.S. Security Agreement or other applicable Collateral Document upon acquisition thereofthereof or with respect to which no notice or further action would be required to create or perfect the Administrative Agent’s Lien in such assets), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, Agent and the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and and, as applicable, cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this SectionSection 5.09(c), all at the expense of the Borrower, subject, however, to the terms, limitations and exceptions set forth herein or in any Collateral Document.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Pacira BioSciences, Inc.), Credit Agreement (Pacira BioSciences, Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower Company or the Administrative Agent as, a Material Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Guaranty, or, in the case of a Material Subsidiary that is a Foreign Subsidiary, a separate Guaranty governed by local law to the extent so requested by the Administrative Agent (provided that no Material Subsidiary that is a Foreign Subsidiary shall be required to deliver such a joinder or Guaranty to the extent (A) such action by such Subsidiary is prohibited or restricted by applicable law or regulation (any such Material Subsidiary that is a Foreign Subsidiary described in the foregoing clause (A), a “Specified Non-Required Subsidiary”) or (B) the Administrative Agent or its counsel determines that such joinder or Guaranty would not, in light of the cost and expense associated therewith, provide material credit support for the benefit of the Secured Parties pursuant to a legally valid, binding and enforceable guaranty) and, if the Administrative Agent so elects in its reasonable discretion after consultation with the Company, the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement (if applicable) to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(bi) The Borrower Each U.S. Loan Party will cause, and will cause each other Loan Party of its subsidiaries which is a Material Subsidiary to cause, all of its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for Agent, on behalf of itself and the benefit of the other Secured Parties Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower each U.S. Loan Party will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly or indirectly owned by the Borrower or any other such U.S. Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) all within such time period as is reasonably required by the Administrative Agent. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that occurs sixty (60) days after the Restatement Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not not, in light of the cost and expense associated therewith, provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(ii) At any time after the Restatement Effective Date, to the extent the Administrative Agent so elects in its reasonable discretion after consultation with the Company, the Administrative Agent may require the Company or any Loan Party (any such Person, an “Additional Collateral Loan Party”) to comply with the provisions of this Section 5.09, in which case the Company will cause, or will cause the applicable Loan Party to cause, all (or the portion required by the Administrative Agent) of its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, each Additional Collateral Loan Party will, to the extent required by the Administrative Agent, cause 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by such Additional Collateral Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, all within such time period as is reasonably required by the Administrative Agent. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that such pledge would not, in light of the cost and expense associated therewith, provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower Company will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.013 of the Amendment and Restatement Agreement, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerCompany.
(d) If Subject to the limitations set forth in Section 10.02 below, if any assets (excluding any real property or improvements thereto or any interest therein) are acquired by a Loan Party after that has previously entered into (or has been required by the Effective Date Administrative Agent to enter into) a Security Agreement (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Company will notify the Administrative Agent thereof, and, if reasonably requested by the Administrative Agent, the Borrower Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerCompany.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Cimpress N.V.), Credit Agreement (Cimpress N.V.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and reasonably promptly thereafter shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.026.02 (provided that, to the extent that the Administrative Agent determines in its reasonable discretion, in consultation with the Borrower, that the cost or burden of obtaining or perfecting a security interest in any such owned property are excessive in relation to the value of the security to be afforded thereby, such owned property shall not be required to be subject to a first priority, perfected Lien in favor of the Administrative Agent). Without limiting the generality of the foregoing, the Borrower (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably requestrequest and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until the date that is sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that is sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. Notwithstanding the foregoing, perfection of Liens shall not be required with respect to owned property (whether real, personal, tangible, intangible, or mixed) of Foreign Subsidiaries.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerBorrower subject to the limitations set forth in clauses (a) and (b) above.
(d) If any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (M/a-Com Technology Solutions Holdings, Inc.), Credit Agreement (M/a-Com Technology Solutions Holdings, Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, or becomes a Domestic Subsidiary that is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material not an Excluded Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Domestic Subsidiary (other than an Excluded Subsidiary) to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty to become a Loan Party and a joinder to the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Domestic Subsidiary agrees to be bound by the terms and provisions thereof. Such joinders shall be accompanied by appropriate corporate or other entity resolutions, other corporate or other entity documentation and legal opinions as may reasonably be requested by the Administrative Agent, and such Subsidiary Guaranty and Person shall take all actions necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the Security Agreement to be accompanied duly perfected to the extent required by appropriate corporate such agreement in accordance with all applicable Requirements of Law, including the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, and such resolutions, other corporate documentation documentation, opinions and legal opinions financing statements shall be in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations to the extent required by, and in accordance with with, the terms and conditions of the Collateral Documents, except for Excluded Actions and subject to exclusions for certain personal property as set forth in the Collateral Documents and each case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, but in each case except for Excluded Actions, the Borrower (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of in each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations to the extent required by, and in accordance with with, the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property (other than Excluded Assets) owned by the Borrower or such Subsidiary Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary Mortgages or Mortgage Instruments shall be required hereunder to be prepared or delivered until the date that occurs seventy-five (A75) until June 30, 2010 days after the date of acquisition of the subject real property (or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto) and (ii) no pledge or security agreement in respect of the Equity Interests in a Foreign Subsidiary shall be required to be prepared or delivered, or any other formalities required to be observed with respect to the creation or perfection of a Lien on such Equity Interests, under the laws of the jurisdiction of organization or formation of such Foreign Subsidiary, (A) unless such Foreign Subsidiary is a Material Subsidiary and (B) until the date that occurs seventy-five (75) days after the acquisition of such Equity Interests (or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto); provided that, notwithstanding satisfaction of the conditions set forth in subclause (A) and (B) above, no pledge or security agreement governed by laws outside the United States in respect of the Equity Interests in a Foreign Subsidiary shall be required to be prepared or delivered, or any other formalities required to be observed with respect to the creation or perfection of a Lien on such Equity Interests, to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, but for the exception of Excluded Actions, the Borrower will, and will cause each Subsidiary Guarantor to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended in the Collateral to be created by the extent required by, and in accordance with, the terms and conditions of the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Advisory Board Co), Credit Agreement (Advisory Board Co)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty (30Section 5.09(f) days (or such later date as may be agreed upon by the Administrative Agent) below after any Person qualifies becomes a Restricted Subsidiary that is not an Excluded Subsidiary or any Excluded Subsidiary that is not an Unrestricted Subsidiary ceases to be an Excluded Subsidiary (including by qualifying independently as, or is being designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor Material Subsidiary, which in the case of a qualification shall be the date on which financial statements have been delivered pursuant to the definition of Section 5.01 that demonstrate such qualification) (a “Material SubsidiaryNew Loan Party”), Irish Holdco and the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall (subject to the Agreed Security Principles, in the case of any Foreign Subsidiary) cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent a joinder Joinder Agreement and a supplement to this Agreement and, in the Subsidiary Guaranty and case of a Domestic Subsidiary, the U.S. Security Agreement and each other applicable Collateral Document (in each case in the form contemplated therebythereby and modified as required in order to comply with local laws in accordance with the Agreed Security Principles, if applicable) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereofof this Agreement, such Subsidiary Guaranty and the U.S. Security Agreement (if applicable) and other applicable Collateral Document, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(bi) The Borrower Subject to the Agreed Security Principles (where applicable) and Section 5.09(f), Irish Holdco will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents no other Liens other than Permitted Liens and to Liens permitted by Section 6.02. Without (ii) without limiting the generality of the foregoing, and subject to the Agreed Security Principles (iwhere applicable) the Borrower and Section 5.09(f), Irish Holdco (A) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Irish Holdco or any other Loan Party (other than Excluded Equity Interests) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, request and (B) will, and will cause each other Loan Party to, deliver Mortgages and Mortgage Instruments with respect to real property (excluding Excluded Assets) owned by Irish Holdco or such Loan Party to the extent extent, and within such time period as is, reasonably required by the Administrative Agent or its counsel determines Agent; provided that such pledge would with respect to jurisdictions that impose mortgage recording taxes, the applicable Mortgages and Mortgage Instruments and any other Collateral Documents shall not provide material credit support for the benefit secure indebtedness in an amount exceeding 105% of the Secured fair market value of the applicable mortgaged property, as reasonably determined in good faith by the Loan Parties pursuant and reasonably acceptable to legally valid, binding and enforceable pledge agreementsthe Administrative Agent.
(c) Without limiting the foregoing, but subject to the Borrower Agreed Security Principles and Section 5.09(f), Irish Holdco will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of Irish Holdco; provided that, in connection with any real property subject to this Section 5.09(c), Irish Holdco will comply with the BorrowerNational Flood Insurance Reform Act of 1994 and related legislation and regulations to the extent applicable.
(d) If Subject to the Agreed Security Principles and Section 5.09(f), if any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower Irish Holdco will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Irish Holdco will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (cb) of this SectionSection 5.09, all at the expense of the BorrowerIrish Holdco.
(e) At Except with respect to a Subsidiary that is an Excluded Subsidiary, concurrently with the designation of any time Subsidiary as a guarantor under any other Material Indebtedness of Irish Holdco after the Borrower determines that Closing Date, Irish Holdco shall cause each such Subsidiary (i) to execute a Joinder Agreement substantially in the form of Exhibit D (each a “Joinder Agreement”) to become a Subsidiary Guarantor is not (in the case of a Foreign Subsidiary, modified as required in order to comply with local laws in accordance with the Agreed Security Principles) and such joinder shall be accompanied by appropriate officers’ certificates, resolutions, Organizational Documents and legal opinions of counsel, as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(f) Notwithstanding anything to the contrary herein or in any other Loan Document, (i) any deliverables delivered pursuant to this Section 5.09 as of the Closing Date shall be subject to the penultimate paragraph of Section 4.01, (ii) with respect to any real property acquired after the Closing Date, the Loan Parties shall have ninety (90) days after the acquisition of the applicable real property (or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with respect thereto) to take the actions required by this Section 5.09, (iii) with respect to any other property or assets acquired after the Closing Date or with respect to any New Loan Party, the Loan Parties shall have forty-five (45) days, or ninety (90) days in the case of the Equity Interests, property or assets of, or actions required to be taken by, any Foreign Subsidiary, after the acquisition thereof or such Person becomes a Subsidiary Guarantor under the definition of “Material Subsidiary”, including New Loan Party (or such later date as may be agreed upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information respect thereto) to take the actions required by this Section; provided that, in reasonable detail describing why the case of any Equity Interests, property or assets of any Foreign Subsidiary acquired or any Foreign Subsidiary becoming a New Loan Party within ninety (90) days after the Closing Date, the Loan Parties shall have the longer of (A) ninety (90) days after the Closing Date and (B) ninety (90) days after such Subsidiary is no longer required acquisition or such Person becoming a New Loan Party to take any such actions (or, in each case such later date as may be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, agreed upon by the Administrative Agent shallin the exercise of its reasonable discretion with respect thereto), at and (iv) no Loan Party shall have any obligation to (A) enter into control agreements with respect to any security interest or lien in any Deposit Account or Securities Account (in each case, as defined in the Borrower’s expenseUCC) included in the Collateral, release such Subsidiary from the Subsidiary Guaranty and (B) perfect any security interest or lien in any intellectual property included in the Collateral Documents in any jurisdiction other than in the United States, except with respect to Foreign Intellectual Property issued or registered by, or applied-for in, a Covered Jurisdiction, (C) to obtain any landlord waivers, estoppels or collateral access letters, (D) perfect a security interest in any letter of credit rights, other than the filing of a UCC financing statement or (E) pledge Equity Interests of any partnership, joint venture or non-wholly owned Subsidiary which are not permitted to be pledged pursuant to the terms of such documentation as partnership’s, joint venture’s or non-wholly owned Subsidiary’s organizational, joint venture or equivalent documents (after giving effect to the Borrower shall reasonably requestapplicable anti-assignment provisions of the UCC or other applicable law).
Appears in 2 contracts
Sources: Credit Agreement (Horizon Therapeutics Public LTD Co), Credit Agreement (Horizon Pharma PLC)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, or is designated by the Borrower or the Administrative Agent as, becomes a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Domestic Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether tangible, intangible, other than real property or mixedfixtures) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) unless the assets of such Foreign Subsidiary (including, without limitation, its Equity Interests in other Subsidiaries) constitute at least 3% of Consolidated Total Assets for the Borrower and its Subsidiaries, (B) until June 30, 2010 the 90th day to occur after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (BC) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Symmetry Medical Inc.), Credit Agreement (Symmetry Medical Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30but not later than the delivery of the certificate required to be delivered under Section 5.01(c) days (or such later date as may be agreed upon by the Administrative Agent) after in respect of the fiscal quarter immediately following the date on which any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions consistent with those delivered on the Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal, tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, (i) no Loan Party shall be required to provide any mortgage or deed of trust with respect to any real property, (ii) no Loan Party shall be required to provide any pledge or security agreement that is governed by any law other than the laws of the State of New York, and (iiiii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, but subject to the limitations in the last sentence of Section 5.09(b), the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral DocumentsDocuments (including, for the avoidance of doubt, in connection with the disclosure of any additional assets constituting Collateral pursuant to any updates of the exhibits to the Security Agreement as required thereby), all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 2 contracts
Sources: Credit Agreement (Nextgen Healthcare, Inc.), Credit Agreement (Quality Systems, Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, or is designated by the Borrower or the Administrative Agent as, becomes a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Material Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether constituting personal, tangible, intangible, or mixed, but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Parties Obligations to secure the Secured Obligations in accordance with and to the extent required by the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Borrower will (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) will, and will cause each Subsidiary Guarantor to, deliver deposit account control agreements or blocked account agreements with respect to deposit accounts maintained by, the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent, in each case in accordance with the terms and conditions of the Security Agreement. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Parties Obligations pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Myr Group Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, or is designated by the Borrower or the Administrative Agent as, becomes a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Material Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether constituting personal, tangible, intangible, or mixed, but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Parties Obligations to secure the Secured Obligations in accordance with and to the extent required by the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Borrower will (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) will, and will cause each Subsidiary Guarantor to, deliver deposit account control agreements or blocked account agreements with respect to deposit accounts maintained by, the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent, in each case in accordance with the terms and conditions of the Security Agreement. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel reasonably determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Parties Obligations pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after Notwithstanding the Effective Date (other than assets constituting Collateral under the Security foregoing or anything else in this Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof)contrary, the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as no Permitted Joint Venture shall be necessary or reasonably requested by the Administrative Agent required to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that become a Subsidiary Guarantor is not required to be a or Pledge Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requesthereunder.
Appears in 1 contract
Sources: Credit Agreement (Myr Group Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within but not later than thirty (30) days following the delivery of the certificate required to be delivered under Section 5.01(c) (or such later date as may be agreed upon by the Administrative Agent) after in respect of the fiscal quarter immediately following the date on which any Person becomes a Restricted Subsidiary (including pursuant to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary) or any Restricted Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Restricted Domestic Subsidiary Guarantor pursuant to the definition of “Material Restricted Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Restricted Subsidiary which also qualifies as a Material Restricted Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Restricted Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions consistent with those delivered on the Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding anything to the contrary set forth herein, no Restricted Subsidiary constituting an Excluded Subsidiary shall be required to be a Guarantor.
(b) The Subject to the limitations contained in this Section 5.09 and elsewhere in the Loan Documents, the Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether tangible, intangible, or mixed) Collateral to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents Documents. Notwithstanding the foregoing, (i) no Loan Party shall be required to provide any mortgage, landlord waiver, collateral access agreement, estoppel or such other pledge and security documents as the Administrative Agent shall reasonably requestdeed of trust with respect to any real property (including leasehold interests), and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary Loan Party shall be required hereunder to obtain the consent of any governmental authority or third party, (Aiii) until June 30no actions shall be required to perfect a security interest in letter of credit rights, 2010 other than a filing of a UCC financing statement, (iv) no deposit account or securities account, or similar, control agreements shall be required, (v) assets will be excluded from the Collateral in circumstances where the cost of obtaining a security interest in such later date assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Administrative Agent may agree (in consultation with the exercise of its reasonable discretion with respect thereto, Borrower) and (Bvi) to the extent Borrower and Subsidiary Guarantors shall not be required, nor shall the Administrative Agent be authorized, to take any action in any non-U.S. jurisdiction in order to create any security interests in assets located or its counsel determines titled outside the U.S. or to perfect any security interests in such assets, including, without limitation, any intellectual property registered in any non-U.S. jurisdiction or any equity interests of any subsidiaries organized in any non-U.S. jurisdiction (it being understood that such there shall be no security agreements or pledge would not provide material credit support for agreements governed under the benefit laws of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsany non-U.S. jurisdiction).
(c) Without limiting the foregoing, but subject to the limitations in this Section 5.09 and elsewhere in the Loan Documents, the Borrower will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Agents such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent Agents may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral DocumentsDocuments (including, for the avoidance of doubt, in connection with the disclosure of any additional assets constituting Collateral pursuant to any updates of the exhibits to the Security Agreement as required thereby), all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after Notwithstanding the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof)foregoing, the Borrower will notify shall cause Counsyl to become a Guarantor and otherwise comply with the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause requirements of this Section 5.09 within 30 days (as such assets to date may be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested extended by the Administrative Agent to grant and perfect such Liens, including actions described in clause (cits sole discretion) of this Section, all at after the expense of the BorrowerCounsyl Acquisition.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent, acting in consultation with the Lenders) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary (other than any Excluded Subsidiary) to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal, tangible, intangible, or mixed, but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Equity Interests constituting Excluded Restricted Subsidiary Equity InterestsAssets) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (iii) no such pledge agreement in respect of the Equity Interests of a Pledge Subsidiary that is a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree agree, acting in consultation with the Lenders, in the exercise of its reasonable sole discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines determines, acting in consultation with the Lenders, that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements and (ii) no control or similar arrangements shall be required with respect to deposit or securities accounts unless so requested by the Administrative Agent and in such case the Loan Parties shall only be required to use commercially reasonable efforts to obtain such agreements, (iii) the Borrower and the Loan Parties shall not be required to take any action with respect to the creation or perfection of Liens under foreign law with respect to any Collateral other than foreign law governed pledge agreements described in clause (i) above, (iv) no landlord lien waivers and warehouse agreements, estoppels or collateral access letters shall be required and (v) in respect of motor vehicles subject to certificates of title, no steps other than filing of UCC financing statements shall be required.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such customary documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request as necessary or advisable to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets (other than Excluded Assets) are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, subject to clause (b), the Borrower will promptly cause such assets to be subjected to a Lien securing the Secured Obligations and will promptly take, and cause the other Loan Parties to promptly take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Superior Industries International Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraph of this Section 6.09, after (30i) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, becomes a Restricted Subsidiary that is not an Excluded Subsidiary or (ii) any Excluded Subsidiary that is designated by the Borrower or the Administrative Agent asnot an Unrestricted Subsidiary ceases to be an Excluded Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition that is no longer an Excluded Subsidiary, including as a result of “Material Subsidiary”any Permitted Reorganization), the Borrower in each case, Parent shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person New Loan Party and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Guaranty Agreement in form and substance satisfactory to the Administrative Agent, guaranteeing the Finance Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence or, in the case of a Foreign Subsidiary Guaranty organized in a jurisdiction with respect to which no Collateral Documents have been delivered prior to such time, new Collateral Documents substantially comparable to the Collateral Documents for other Foreign Subsidiaries (and consistent with customary collateral documents in such jurisdiction but, for the Security Agreement (avoidance of doubt, with terms no more restrictive, when taken as a whole, than the other Collateral Documents applicable to Guarantors and without additional commercial obligations, representations, undertakings or indemnities materially broader than those contained in the Loan Documents entered into on the Closing Date unless required for the creation, perfection or effective enforcement of security), in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which such Person agrees to be bound by Administrative Agent, securing payment of all the terms and provisions thereof, Finance Obligations of such Subsidiary Guaranty and under the Security Agreement Finance Documents to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel; provided, however, that any such foreign guarantees and foreign security will be limited or not required as, and to the extent, set forth in the Agreed Security Principles.
(b) The Borrower Subject to Section 6.09(e) and the Agreed Security Principles, Parent will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Finance Parties to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens permitted by Section 6.02other than Permitted Liens. Without limiting the generality of the foregoing, but subject to Section 6.09(e) and the Agreed Security Principles, Parent (i) the Borrower will cause the Applicable Pledge Percentage 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Parent or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien on a first priority basis, subject to Permitted Liens, in favor of the Administrative Agent to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement will, and will cause each other Loan Party to, deliver Mortgages with respect to each Mortgaged Property, together with Mortgage Instruments; provided that with respect to jurisdictions that impose mortgage recording taxes, the applicable Mortgage and Mortgage Instruments and any other Collateral Documents shall not secure indebtedness in respect an amount exceeding 105% of the Equity Interests fair market value of a Foreign Subsidiary shall be required hereunder (A) until June 30the applicable Mortgaged Property, 2010 or such later date as reasonably determined in good faith by the Loan Parties and reasonably acceptable to the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsAgent.
(c) Without limiting the foregoing, but in any event subject to the Borrower Agreed Security Principles, Parent will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerParent.
(d) If any assets (including any real property or improvements thereto or any interest therein) with an aggregate fair market value greater than or equal to $10,000,000 (any real property with an aggregate fair market value greater than or equal to $10,000,000 is referred to herein as a “Material Real Property”) are acquired by a Loan Party after the Effective Closing Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower Parent will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Parent will cause such assets to be subjected to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of Parent and in each case, subject to the BorrowerAgreed Security Principles; provided that, with respect to real property and Equity Interests, such actions will be limited to those specified in paragraph (b) of this Section.; provided, however, that the applicable Loan Party shall not execute and deliver any Mortgage on any Material Real Property until (x) at least 90 days (or such shorter period as is acceptable to the Administrative Agent in its sole discretion) from the date the Lead Borrower provides the Administrative Agent with prior written notice of such acquisition of such Material Real Property, (y) each Lender has received, at least ten Business Days prior to such execution and delivery, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination and for any Mortgaged Property with a building in a special flood hazard area, an acknowledgment by the applicable Loan Party, and evidence of flood insurance, as may be required pursuant to the Flood Laws and (z) the Borrower has received confirmation from the Administrative Agent that flood insurance due diligence and flood insurance compliance has been completed.
(e) At Notwithstanding anything to the contrary set forth herein, (i) no action shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement, (ii) control agreements and perfection by “control” (other than in respect of certificated Collateral) shall not be required with respect to any time Collateral, (iii) there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters, (iv) no actions outside any Covered Jurisdictions (or France, solely with respect to the Borrower determines Equity Interests of Material Restricted Subsidiaries organized in France) shall be required in order to create any security interests in assets located or titled outside of the Covered Jurisdictions (or France, solely with respect to the Equity Interests of Material Restricted Subsidiaries organized in France) or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction (other than the Covered Jurisdictions and, with respect to U.S. trademark registrations or application filed under 15 U.S.C. Section 1141, WIPO) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than a Subsidiary Guarantor Covered Jurisdiction; provided, however, that no actions in any jurisdiction outside a Loan Party’s jurisdiction of organization shall be required in order to create or perfect any security interests in (x) the Equity Interests held by such Loan Party of any Person that is not a Material Restricted Subsidiary or (y) assets of such Loan Party with a fair market value less than $10,000,000 located outside such Person’s jurisdiction of organization; (v) except as specified in paragraph (b) above with respect to Mortgages, no filings in respect of any Lien shall be required in any jurisdiction that impose recording fees based on the aggregate principal amount of indebtedness secured or the value of the Collateral subject to such Liens and (vi) no actions in any jurisdiction outside the United States shall be required where the cost of obtaining or perfecting a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby (taking into account any documentation in any Covered Jurisdiction related thereto) as reasonably determined by the Administrative Agent in writing (in consultation with the Lead Borrower). Notwithstanding the foregoing, (i) any deliverables delivered pursuant to this Section 6.09 as of the Closing Date shall be subject to the last paragraph of Section 4.01, (ii) with respect to any real property acquired after the Closing Date, the Loan Parties shall have ninety (90) days after the delivery of a Perfection Certificate (or supplements to the exhibits thereto) disclosing the acquisition of the applicable real property (or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with respect thereto) to take the actions required by this Section, and (iii) with respect to any other property or assets acquired after the Closing Date or with respect to any New Loan Party, the Loan Parties shall have forty-five (45) days, or ninety (90) days in the case of the Equity Interests, property or assets of, or actions required to be taken by, any Foreign Subsidiary, after the delivery of a Subsidiary Guarantor under Perfection Certificate (or supplements to the definition of “Material Subsidiary”, including exhibits thereto) disclosing the acquisition thereof or reflecting that such Person has become a New Loan Party (or such later date as may be agreed upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer respect thereto) to take the actions required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestby this Section.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty sixty (3060) days after the date by which financial statements for the relevant fiscal quarter are required to be delivered (or such later date as may be agreed upon by the Administrative Agent), the Borrower shall (i) after provide the Administrative Agent with written notice of any Person qualifies as, Subsidiary becoming or is being designated by the Borrower or the Administrative Agent as, as a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”” (in each case, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person other than any Excluded Subsidiary), and shall (ii) cause each such Person which qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person agrees Material Domestic Subsidiary will agree to be bound by the terms and provisions thereof, such joinder to the Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, resolutions and other corporate documentation and legal opinions consistent with the resolutions and documentation delivered to the Administrative Agent on the Effective Date and with such modifications as agreed by the Administrative Agent and the Borrower, in each case, in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal, tangible, intangible, or mixed, but excluding the Excluded Assets) to be subject at all times to first first-priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02Permitted Liens. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than the Excluded Restricted Subsidiary Equity InterestsAssets) directly owned by the Borrower or any other Loan Party to be subject at all times to a first first-priority, perfected Lien (subject to Permitted Liens) in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (ii) no such pledge agreement agreements, documents or instruments (and opinions with respect thereto) in respect of the Equity Interests of a Material Foreign Subsidiary shall be required hereunder (A) until June 30the date that is ninety (90) days after (x) the Effective Date in the case of any Material Foreign Subsidiary that exists on the Effective Date, 2010 or (y) the date on which any other Material Foreign Subsidiary is formed or acquired (or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto), and (B) to the extent the Administrative Agent and the Borrower (or its counsel their counsel) determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each applicable Subsidiary (other than an Excluded Subsidiary) that is a Material Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be reasonably required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure the perfection and priority of the Liens created or intended to be created by the Collateral DocumentsDocuments (and subject to the exceptions set forth herein or therein), all at the reasonable expense of the Borrower.
(d) If any assets are Collateral is acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets Collateral to be subjected to a Lien securing the Secured Obligations and will take, take and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent and reasonable to grant and perfect such Liens, including actions described in clause paragraph (c) of this SectionSection 5.09, all at the reasonable expense of the Borrower.
(e) At Notwithstanding anything to the contrary herein or in any time other Loan Document, in respect of the Borrower determines and its Subsidiaries, (i) no actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect such security interests, including any intellectual property registered in any non-U.S. jurisdiction (it being understood and agreed that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction, provided, however, that this clause shall not impair the Administrative Agent’s ability to obtain a Subsidiary Guarantor is not required pledge of equity interests of certain Material Foreign Subsidiaries organized under the laws of Switzerland, Mexico and Turkey (to the extent reasonably requested by the Administrative Agent) as contemplated by this Agreement pursuant to local law governed pledge agreements (it being understood and agreed that unless otherwise mutually agreed to be a Subsidiary Guarantor under excluded by the definition Borrower and the Administrative Agent, the jurisdictions in respect of “Material Subsidiary”which such local law governed pledge agreements shall be required shall be limited to Switzerland, including upon Mexico and Turkey) and (ii) the addition Administrative Agent shall not require the Borrower or any of another Subsidiary the Subsidiaries to obtain or deliver landlord waivers, estoppels, bailee letters, collateral access agreements or any similar documents or instruments.
(f) Within ninety (90) days following the Effective Date (or such later date as a Subsidiary Guarantorthe Administrative Agent agrees to in its sole discretion), the Borrower shall provide deliver to the Administrative Agent insurance endorsements naming the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the Borrower and the Subsidiary Guarantors and (y) additional insured with written notice thereof setting forth information respect to the liability insurance of the Borrower and the Subsidiary Guarantors. Notwithstanding anything to the contrary herein or in reasonable detail describing why any Loan Documents, such Subsidiary is no longer endorsements shall not be required to be a Subsidiary Guarantor. Upon delivered until the Administrative Agent’s reasonable determination date that is ninety (90) days following the Effective Date (or such Subsidiary is no longer required to be a Subsidiary Guarantor, later date as the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant agrees to such documentation as the Borrower shall reasonably requestin its sole discretion).
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraph of this Section 6.09, after (30i) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, becomes a Restricted Subsidiary that is not an Excluded Subsidiary or (ii) any Excluded Subsidiary that is designated by the Borrower or the Administrative Agent asnot an Unrestricted Subsidiary ceases to be an Excluded Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition that is no longer an Excluded Subsidiary, including as a result of “Material Subsidiary”any Permitted Reorganization), the Borrower in each case, Parent shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person New Loan Party and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Guaranty Agreement in form and substance satisfactory to the Administrative Agent, guaranteeing the Finance Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence or, in the case of a Foreign Subsidiary Guaranty organized in a jurisdiction with respect to which no Collateral Documents have been delivered prior to such time, new Collateral Documents substantially comparable to the Collateral Documents for other Foreign Subsidiaries (and consistent with customary collateral documents in such jurisdiction but, for the Security Agreement (avoidance of doubt, with terms no more restrictive, when taken as a whole, than the other Collateral Documents applicable to Guarantors and without additional commercial obligations, representations, undertakings or indemnities materially broader than those contained in the Loan Documents entered into on the Closing Date unless required for the creation, perfection or effective enforcement of security), in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which such Person agrees to be bound by Administrative Agent, securing payment of all the terms and provisions thereof, Finance Obligations of such Subsidiary Guaranty and under the Security Agreement Finance Documents to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel; provided, however, that any such foreign guarantees and foreign security will be limited or not required if (or to the extent) (A) it is limited by applicable corporate benefit, maintenance of capital, “thin capitalization” rules and financial assistance restrictions or (B) if the same would violate the fiduciary duties of their directors or contravene any legal prohibition or regulatory condition or it is generally accepted (taking into account market practice in respect of the giving of guarantees and security for financial obligations in the relevant jurisdiction) that it would result in a material risk of personal or criminal liability on the part of any officer or director of a Loan Party, provided that the relevant Loan Party shall use commercially reasonable efforts to overcome any such obstacle.
(b) The Borrower Parent will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Finance Parties to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens permitted by Section 6.02other than Permitted Liens. Without limiting the generality of the foregoing, Parent (i) the Borrower will cause the Applicable Pledge Percentage 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Parent or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien on a first priority basis, subject to Permitted Liens, in favor of the Administrative Agent to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement will, and will cause each other Loan Party to, deliver Mortgages with respect to each Mortgaged Property, together with Mortgage Instruments; provided that with respect to jurisdictions that impose mortgage recording taxes, the applicable Mortgage and Mortgage Instruments and any other Collateral Documents shall not secure indebtedness in respect an amount exceeding 105% of the Equity Interests fair market value of a Foreign Subsidiary shall be required hereunder (A) until June 30the applicable Mortgaged Property, 2010 or such later date as reasonably determined in good faith by the Loan Parties and reasonably acceptable to the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsAgent.
(c) Without limiting the foregoing, the Borrower Parent will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerParent.
(d) If any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Closing Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower Parent will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Parent will cause such assets to be subjected to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerParent; provided that, with respect to real property and Equity Interests, such actions will be limited to those specified in paragraph (b) of this Section.
(e) At Notwithstanding anything to the contrary set forth herein, (i) no action shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement, (ii) control agreements and perfection by “control” (other than in respect of certificated Collateral) shall not be required with respect to any time Collateral, (iii) there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters, (iv) no actions inoutside any jurisdiction outside the United Statesof any Borrower determines or any jurisdiction of any Guarantor that is a Material Restricted Subsidiary Guarantor (the “Covered Jurisdictions”) shall be required in order to create any security interests in assets located or titled outside of the Covered Jurisdictions or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction (other than the Covered Jurisdictions) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than a Covered Jurisdiction, except for stock pledge agreements with respect to Material Restricted Subsidiaries) and; provided, however, that no actions in any jurisdiction outside a Loan Party’s jurisdiction of organization shall be required in order to create or perfect any security interests in (x) the Equity Interests held by such Loan Party of any Person that is not a Material Restricted Subsidiary or (y) immaterial assets of such Loan Party located outside such Person’s jurisdiction of organization; (v) except as specified in paragraph (b) above, no filings in respect of any Lien shall be required in any jurisdiction that impose recording fees based on the aggregate principal amount of indebtedness secured and (vi) no actions in any jurisdiction outside the United States shall be required where the cost of obtaining or perfecting a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby (taking into account any documentation in any Covered Jurisdiction related thereto) as reasonably determined by the Administrative Agent in writing (in consultation with the U.S. Borrower). Notwithstanding the foregoing, (i) any deliverables delivered pursuant to this Section 6.09 as of the Closing Date shall be subject to the last paragraph of Section 4.01, (ii) with respect to any real property acquired after the Closing Date, the Loan Parties shall have ninety (90) days after the acquisition of the applicable real property (or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with respect thereto) to take the actions required by this Section, and (iii) with respect to any other property or assets acquired after the Closing Date or with respect to any New Loan Party, the Loan Parties shall have forty-five (45) days, or seventy-fiveninety (7590) days in the case of the Equity Interests, property or assets of, or actions required to be taken by, any Foreign Subsidiary, after the acquisition thereof or such Person becomes a Subsidiary Guarantor under the definition of “Material Subsidiary”, including New Loan Party (or such later date as may be agreed upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information respect thereto) to take the actions required by this Section; provided that, in reasonable detail describing why the case of any Equity Interests, property or assets of any Foreign Subsidiary acquired or any Foreign Subsidiary becoming a New Loan Party within ninety (90) days after the Closing Date, the Loan Parties shall have the longer of (A) ninety (90) days after the Closing Date and (B) seventy-five (75ninety (90) days after such Subsidiary is no longer required acquisition or such Person becoming a New Loan Party to take any such actions (or, in each case such later date as may be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, agreed upon by the Administrative Agent shall, at in the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestexercise of its reasonable discretion with respect thereto).
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraph of this Section 6.09, after (30i) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, becomes a Restricted Subsidiary that is not an Excluded Subsidiary or (ii) any Excluded Subsidiary that is designated by the Borrower or the Administrative Agent asnot an Unrestricted Subsidiary ceases to be an Excluded Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition of “Material that is no longer an Excluded Subsidiary”), in each case, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Subsidiary Guaranty Agreement in form and substance reasonably satisfactory to the Security Agreement Administrative Agent, guaranteeing the Finance Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence, in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which such Person agrees to be bound by Administrative Agent, securing payment of all the terms and provisions thereof, Finance Obligations of such Subsidiary Guaranty and under the Security Agreement Finance Documents to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Subject to Section 6.14, the Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Finance Parties to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens permitted by Section 6.02other than Permitted Liens. Without limiting the generality of the foregoing, subject to Section 6.14, the Borrower (i) the Borrower will cause the Applicable Pledge Percentage 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien on a first priority basis, subject to Permitted Liens, in favor of the Administrative Agent to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30will, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion and will cause each other Loan Party to, deliver Mortgages with respect theretoto each Mortgaged Property, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementstogether with Mortgage Instruments.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are asset constituting Collateral is acquired by a Loan Party after the Effective Closing Date (other than assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets Collateral to be subjected subject to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Sectionabove, all at the expense of the Borrower; provided that, with respect to Equity Interests, such actions will be limited to those specified in clause (b) above.
(e) At Notwithstanding the foregoing, with respect to any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”property, including upon Mortgaged Property, acquired after the addition of another Subsidiary as a Subsidiary GuarantorClosing Date or with respect to any New Loan Party, the Borrower Loan Parties shall provide have ninety (90) days after the acquisition thereof or such Person becomes a New Loan Party (or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer respect thereto) to take the actions required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestby this Section.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Subsidiary (other than an Excluded Subsidiary) or any Subsidiary qualifies as, independently as a Material Subsidiary (other than an Excluded Subsidiary) or is designated by the Borrower or the Administrative Agent as, Parent as a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”Guarantor, the Borrower Parent shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall (subject to the Agreed Security Principles, in the case of any Foreign Subsidiary (other than any Foreign Subsidiary organized under the laws of Canada or any province, territory or subdivision thereof)) cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder supplement to the Subsidiary Guaranty and the US Security Agreement and/or each other applicable Collateral Document (in each case in the form contemplated therebythereby and modified as required in order to comply with local laws in accordance with the Agreed Security Principles, if applicable) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such the Subsidiary Guaranty and Guaranty, the US Security Agreement and/or other applicable Collateral Document, as applicable, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower Subject to the Agreed Security Principles (where applicable) and Section 5.09(f), Parent will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent Collateral Trustee for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens other than Liens permitted by Section 6.02. Without limiting the generality of the foregoing, and subject to the Agreed Security Principles (where applicable) and Section 5.09(f), Parent (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Borrowers or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Collateral Trustee to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement in will, and will cause each other Loan Party to, deliver Mortgages and Mortgage Instruments with respect of to real property (excluding Excluded Assets) owned by the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 Borrowers or such later date Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsAgent.
(c) Without limiting the foregoing, but subject to the Borrower Agreed Security Principles (except in the case of any Loan Party organized under the laws of the United States or Canada (or any States, provinces, territories or subdivisions thereof)) and Section 5.09(f), Parent will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Collateral Trustee such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerBorrowers; provided that, in connection with any real property subject to this Section 5.09(c), the Borrowers will comply with the National Flood Insurance Reform Act of 1994 and related legislation and regulations.
(d) If Subject to the Agreed Security Principles (except in the case of any Loan Party organized under the laws of the United States or Canada (or any States, provinces, territories or subdivisions thereof) and Section 5.09(f), other than with respect to such Loan Parties as expressly provided in the final proviso to the definition of Agreed Security Principles), if any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower Parent will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Parent will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (cb) of this SectionSection 5.09, all at the expense of the BorrowerParent.
(e) At Concurrently with the designation of any time Subsidiary as a guarantor under any other Material Indebtedness of the Borrower determines that Borrowers after the Closing Date, the Borrowers shall cause each such Subsidiary to deliver to the Administrative Agent a duly executed copy of the Subsidiary Guarantor is not Guaranty (or supplement thereto) pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Subsidiary Guaranty in the case of a Foreign Subsidiary, modified as required in order to comply with local laws in accordance with the Agreed Security Principles (other than any Foreign Subsidiary organized under the laws of Canada (or any provinces or territories thereof)), and such Subsidiary Guaranty (or supplement thereto) shall be accompanied by appropriate officer’s certificates, resolutions, organizational documents and legal opinions of counsel as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(f) (i) Notwithstanding anything in this Agreement to the contrary, in no event shall any Mortgage be required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”executed and delivered with respect to any real property constituting Collateral, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide unless and until the Administrative Agent has so requested (and the conditions set forth in this Section 5.09(f) and in Section 5.09(c) have been met). The Administrative Agent shall not deliver such request with respect to any such real property located in the United States and its territories until (x) a date that is at least 45 Business Days after the Administrative Agent has delivered to the Lenders (A) written notice thereof setting forth information of its intention to request delivery and execution of the applicable Mortgage and (B) (1) a completed standard “life of loan” flood hazard determination form and such other documents as any Lender may reasonably request to complete its flood insurance due diligence with respect to the applicable real property; (2) if the improvements to the applicable real property are determined to have special flood hazards by the Federal Emergency Management Agency, a notification to the applicable Loan Party (“Loan Party Notice”) and (if applicable) notification to the applicable Loan Party that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community where such real property is located does not participate in reasonable detail describing why such Subsidiary the NFIP; (3) documentation evidencing the applicable Loan Party’s receipt of the Loan Party Notice; and (4) if the Loan Party Notice is no longer required to be given and, to the extent flood insurance is required by any applicable requirement of law or any Lender’s written regulatory or compliance procedures and flood insurance is available in the community in which such real property is located, evidence of a Subsidiary Guarantor. Upon flood insurance policy in compliance with the Administrative Agent’s reasonable determination Flood Insurance Laws (including without limitation, in an amount required under the Flood Insurance Laws) and (y) all Lenders shall have consented to the making of such request; provided that a Lender shall be deemed to have so consented unless such Subsidiary is no longer required Lender objects to be a Subsidiary Guarantor, the execution and delivery of such Mortgage in writing to the Administrative Agent shall, at no later than 45 Business Days after delivery of the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty documentation and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestwritten notice described in clauses (x)(A) and (B) above.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Endo International PLC)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower Company or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material SubsidiarySubsidiary Guarantor”, the Borrower Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the earnings and material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary Guarantor to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions of thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal and joinder opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower Company will cause, and will cause each other Subsidiary qualifying as a Loan Party to cause, within the time periods set forth below with respect to real property, all of its owned personal property (whether real, personal, tangible, intangible, or mixed) to be subject at all times to first priority, priority and perfected (subject in each case to the qualifications specified in Section 3.15 with respect to priority and perfection) Liens in favor of the Administrative Collateral Agent for the benefit of the Holders of Secured Parties Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments (including amendments, subject restatements, supplements or other modifications to exclusions for certain personal property as set forth in the Collateral Documents in effect prior to the Effective Date, in each case to the extent, and within such time period, as is reasonably requested by the Collateral Agent), subject in any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Company (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Company or any other Subsidiary qualifying as a Loan Party to be subject at all times to a first priority, priority and perfected (subject in each case to the qualifications specified in Section 3.15 with respect to priority and perfection) Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) Documents; provided that no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent such pledge is prohibited by applicable law or the Collateral Agent and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge would be unduly burdensome or not provide material Pledged Equity for the benefit of the Holders of Secured Obligations pursuant to legally binding, valid and enforceable Pledge Agreements, and (Aii) will, and will cause each other Subsidiary qualifying as a Loan Party to, deliver (x) Mortgages and Mortgage Instruments with respect to the real property located at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and (y) amendments, restatements, supplements or other modifications to the Mortgages, Mortgage Instruments and foreign law governed Pledge Agreements existing on the Effective Date, in each case to the extent, and within such time period as is, reasonably required by the Collateral Agent. Notwithstanding the foregoing, no new Mortgages and Mortgage Instruments and no amendments, restatements, supplements or other modifications to Mortgages, Mortgage Instruments and foreign law governed Pledge Agreements existing on the Effective Date are required to be delivered hereunder until June 30, 2010 the date that is sixty (60) days after the Effective Date or such later date as the Administrative Collateral Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower Company will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, Mortgage Instruments, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Collateral Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerCompany.
(d) If any assets real property or improvements thereto or any interests therein are acquired by a Loan Party after the Effective Date (other than assets already constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereofor any Mortgage), the Borrower Company will notify the Administrative Collateral Agent thereof, and, if requested by the Administrative Collateral Agent, the Borrower Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Collateral Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerCompany.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Photronics Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty 45 days after any member of the Target Group, and 90 days after any other Person (30) days (or or, in each case, such later date as may be reasonably agreed upon by the Administrative Agent)
(i) after any Person becomes a Domestic Subsidiary or qualifies independently as, or is designated by the U.S. Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary” (including, for the avoidance of doubt, because such Subsidiary ceases to be an Excluded Subsidiary pursuant to the definition of “Excluded Subsidiary”) or (ii) becomes an Irish Subsidiary or qualifies independently as, or is designated by the U.S. Borrower as, as a Material Irish Subsidiary pursuant to the definition of “Material Irish Subsidiary” (including, for the avoidance of doubt, because such Subsidiary ceases to be an Excluded Subsidiary pursuant to the definition of “Excluded Subsidiary”), the U.S. Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and (A) in the case of any Material Domestic Subsidiary, (I) a joinder to the U.S. Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof and (II) if such Material Domestic Subsidiary owns Equity Interests in any Irish Subsidiary, an Irish Share Charge with respect to the Equity Interests of such Irish Subsidiary and (B) in the case of any Material Irish Subsidiary, (I) an accession deed to the Irish Security Agreement (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof and (II) in the case of any Material Irish Subsidiary that owns Equity Interests in any Domestic Subsidiary, a joinder to the U.S. Security Agreement (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the such U.S. Security Agreement and/or Irish Collateral Documents, as applicable, to be accompanied by appropriate corporate requisite organizational resolutions, other corporate documentation organizational documentation, certificates and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counselcounsel (but, with respect to any such legal opinion, limited to the types of matters covered in the legal opinions delivered pursuant to Section 4.01). As promptly as possible but in any event within 45 days after any Domestic Subsidiary acquires Equity Interests in any Irish Subsidiary that is a member of the Target Group or any Irish Subsidiary acquires Equity Interests in any Domestic Subsidiary that is a member of the Target Group, and within 90 days after any Domestic Loan Party acquires Equity Interests in any Irish Subsidiary (other than any member of the Target Group) or any Loan Party incorporated or organized under the laws of Ireland acquires Equity Interests in any Domestic Subsidiary (other than any member of the Target Group) (or, in each case, such later date as may be reasonably agreed upon by the Administrative Agent), the U.S. Borrower shall provide the Administrative Agent with written notice thereof and shall cause each such Loan Party to deliver to the Administrative Agent (A) in the case of any Domestic Loan Party that acquires Equity Interests in any Irish Subsidiary, an Irish Share Charge with respect to the Equity Interests of such Irish Subsidiary and (B) in the case of any Loan Party organized or incorporated under the laws of Ireland that acquires Equity Interests in any Domestic Subsidiary, a joinder to the U.S. Security Agreement (unless already a party thereto and in the form contemplated thereby), pursuant to which such Loan Party agrees to be bound by the terms and provisions thereof, such Irish Share Charge or U.S. Security Agreement, as applicable, to be accompanied by requisite organizational resolutions, other organizational documentation, certificates and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent and its counsel (but, with respect to any such legal opinion, limited to the types of matters covered in the legal opinions delivered pursuant to Section 4.01). Notwithstanding anything to the contrary in any Loan Document, no Excluded Subsidiary shall be required to be a Subsidiary Guarantor or comply (nor shall any Borrower be required to cause it to comply) with any covenant with respect to becoming a guarantor or granting a security interest, including this Section 5.09.
(b) The Subject to the terms, limitations and exceptions set forth in the applicable Collateral Documents, each Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal or real, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting With respect to the generality pledge of any Equity Interest in any Subsidiary and subject to the foregoingterms, (i) limitations and exceptions set forth in the applicable Collateral Documents, each Borrower will cause the Applicable Pledge Percentage (A) 100% of the issued and outstanding Equity Interests of each Pledge Pledged Subsidiary that is a Domestic Subsidiary (other than Excluded Restricted (i) any Domestic Foreign Holding Company or any Domestic Subsidiary of a Domestic Foreign Holding Company or a Foreign Subsidiary (other than an Irish Subsidiary) that is a CFC), (B) 100% of the issued and outstanding Equity InterestsInterests of each Pledged Subsidiary that is an Irish Subsidiary and (C) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Pledged Subsidiary (i) that is a Foreign Subsidiary (other than an Irish Subsidiary) or (ii) that is a Domestic Foreign Holding Company, in each case in the case of clauses (A), (B) and (C), in respect of Equity Interests which are directly owned by the any Borrower or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien (subject in any case to Liens permitted by Section 6.02) in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents Documents. Without limiting the generality of the foregoing, each Borrower will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by such Borrower or such other pledge and security documents as Subsidiary Guarantor which does not constitute Excluded Real Property within 120 days after the Administrative Agent shall reasonably request, and acquisition thereof (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as may be reasonably agreed upon by the Administrative Agent). Notwithstanding the foregoing, no such Mortgages and Mortgage Instruments are required to be delivered hereunder for Excluded Real Property or and in any case until the date that is 120 days after the Effective Date (or such later date as may be reasonably agreed upon by the Administrative Agent). Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Borrower or any other Loan Party after the Effective Date until the date that occurs 21 days after the Administrative Agent has delivered to the Lenders (which may agree be delivered electronically on an Electronic System) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the exercise U.S. Borrower of its reasonable discretion with respect thereto, that fact and (if applicable) notification to the U.S. Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the U.S. Borrower of such notice; and (iii) if such notice is required to be provided to the extent U.S. Borrower and flood insurance is available in the Administrative Agent or its counsel determines that community in which such pledge would not provide material credit support for the benefit real property is located, evidence of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsrequired flood insurance.
(c) Without limiting the foregoing, the each Borrower will, and will cause each Subsidiary Guarantor to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, Intellectual Property Security Agreements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, subject to the terms, limitations and exceptions set forth herein or in any Collateral Document, all at the expense of the BorrowerBorrowers.
(d) If any material assets are acquired by a Loan Party after the Effective Date (other than (i) Excluded Assets or (ii) assets of the type constituting Collateral under the U.S. Security Agreement Agreement, Irish Collateral Documents or other applicable Collateral Document that either become subject to the Lien under the U.S. Security Agreement Agreement, Irish Collateral Documents or other applicable Collateral Document upon acquisition thereofthereof or with respect to which no notice or further action would be required to create or perfect the Administrative Agent’s Lien in such assets), the U.S. Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, Agent and the Borrower Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and and, as applicable, cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this SectionSection 5.09(c), all at the expense of the Borrower.
Borrowers, subject, however, to the terms, limitations and exceptions set forth herein or in any Collateral Document. Notwithstanding anything to the contrary contained herein or in any other Loan Document, no Loan Party shall be required, nor shall the Administrative Agent be authorized, (ei) At to perfect a security interest in any time Collateral by any means other than by (A) filings pursuant to the Borrower determines that UCC in the office of the secretary of state (or similar central filing office) of the relevant jurisdiction or, in the case of any Loan Party incorporated in Ireland, the Companies Act in the Irish Companies Registration Office, (B) filings in the United States Patent and Trademark Office or the United States Copyright Office, as applicable, with respect to United States registered or applied for patents, trademarks and copyrights and exclusive licenses of United States registered copyrights granted to a Subsidiary Guarantor is not Loan Party, (C) (1) mortgages in respect of fee-owned real property included in the Collateral and (2) filings in the applicable real estate records with respect to real properties included in the Collateral or fixtures relating to such real properties, (D) delivery to the Administrative Agent of all stock certificates, intercompany notes and other instruments constituting Collateral required pursuant to the Collateral Documents to be held in its possession and (E) the service of notices of assignment (if any) required to be a Subsidiary Guarantor served under the definition Irish Collateral Documents, (ii) to enter into any control agreement with respect to any deposit account, securities account or commodities account or obtain any landlord waivers, estoppels or collateral access letters, (iii) to take any action (other than any actions listed in clauses (A) through (E) of “Material Subsidiary”clause (i) above) with respect to any assets located outside of the United States or, other than with respect to Intellectual Property, Ireland, including upon the addition of another Subsidiary as a Subsidiary Guarantorany Intellectual Property governed by, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantorarising or existing under, the Administrative Agent shallor filed, at the Borrower’s expenseregistered, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents issued or protected pursuant to the laws of any jurisdiction other than the United States, or to perfect or make enforceable any security interests in any such documentation as assets or (iv) to take any actions in any jurisdiction other than the Borrower shall reasonably requestUnited States (or any political subdivision thereof) or, other than with respect to Intellectual Property, Ireland (or any political subdivision thereof) or enter into any collateral documents governed by the laws of any country other than the United States (or any political subdivision thereof) or, other than with respect to Intellectual Property, Ireland (or any political subdivision thereof).
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within but not later than thirty (30) days following the delivery of the certificate required to be delivered under Section 5.01(c) (or such later date as may be agreed upon by the Administrative Agent) after in respect of the fiscal quarter immediately following the date on which any Person becomes a Restricted Subsidiary (including pursuant to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary) or any Restricted Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Restricted Domestic Subsidiary Guarantor pursuant to the definition of “Material Restricted Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Restricted Subsidiary which also qualifies as a Material Restricted Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Restricted Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions consistent with those delivered on the Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding anything to the contrary set forth herein, no Restricted Subsidiary constituting an Excluded Subsidiary shall be required to be a Subsidiary Guarantor.
(b) The Subject to the limitations contained in this Section 5.09 and elsewhere in the Loan Documents, the Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether tangible, intangible, or mixed) Collateral to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents Documents. Notwithstanding the foregoing, (i) no Loan Party shall be required to provide any mortgage, landlord waiver, collateral access agreement, estoppel or such other pledge and security documents as the Administrative Agent shall reasonably requestdeed of trust with respect to any real property (including leasehold interests), and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary Loan Party shall be required hereunder to obtain the consent of any governmental authority or third party, (Aiii) until June 30no actions shall be required to perfect a security interest in letter of credit rights, 2010 other than a filing of a UCC financing statement, (iv) no deposit account or securities account, or similar, control agreements shall be required, (v) assets will be excluded from the Collateral in circumstances where the cost of obtaining a security interest in such later date assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Administrative Agent may agree (in consultation with the exercise of its reasonable discretion with respect thereto, Borrower) and (Bvi) to the extent Borrower and Subsidiary Guarantors shall not be required, nor shall the Administrative Agent be authorized, to take any action in any non-U.S. jurisdiction in order to create any security interests in assets located or its counsel determines titled outside the U.S. or to perfect any security interests in such assets, including, without limitation, any intellectual property registered in any non-U.S. jurisdiction or any equity interests of any subsidiaries organized in any non-U.S. jurisdiction (it being understood that such there shall be no security agreements or pledge would not provide material credit support for agreements governed under the benefit laws of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsany non-U.S. jurisdiction).
(c) Without limiting the foregoing, but subject to the limitations in this Section 5.09 and elsewhere in the Loan Documents, the Borrower will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Agents such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent Agents may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral DocumentsDocuments (including, for the avoidance of doubt, in connection with the disclosure of any additional assets constituting Collateral pursuant to any updates of the exhibits to the Security Agreement as required thereby), all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after Notwithstanding the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof)foregoing, the Borrower will notify shall cause Counsyl to become a Subsidiary Guarantor and otherwise comply with the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause requirements of this Section 5.09 within 30 days (as such assets to date may be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested extended by the Administrative Agent to grant and perfect such Liens, including actions described in clause (cits sole discretion) of this Section, all at after the expense of the Borrower.Counsyl Acquisition
(e) At any time During the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary GuarantorModification Period, the Borrower and its Restricted Subsidiaries shall provide maintain their aggregate cash and cash equivalents in excess of $5,000,000 on deposit with or otherwise credited to an account with one or more of the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestLenders.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary (other than any Affected Subsidiary) to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal, tangible, intangible, or mixed, subject to the exceptions expressly contained herein and in any Loan Document and excluding Excluded Property) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests (other than Excluded Property) of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly or indirectly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (iii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that occurs sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and or (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements, (ii) no control or similar arrangements shall be required with respect to deposit or securities accounts unless so requested by the Administrative Agent, (iii) the Borrower and the Loan Parties shall not be required to take any action with respect to the creation or perfection of Liens under foreign law with respect to any Collateral other than foreign law governed pledge agreements described in clause (i) above, (iv) no landlord lien waivers, estoppels or collateral access letters shall be required and (v) in respect of motor vehicles subject to certificates of title, no steps other than filing of UCC financing statements shall be required.
(c) Without limiting the foregoing, the Borrower will, and will cause each Material Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets (excluding any Excluded Property) are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement any Collateral Document that become subject to the Lien under the Security Agreement such Collateral Document upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Angiodynamics Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, or is designated by the Borrower or the Administrative Agent as, becomes a Subsidiary Guarantor pursuant or after any Inactive Subsidiary ceases to the definition of “Material be an Inactive Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which qualifies as is a Material Domestic Subsidiary (other than any Inactive Subsidiary or any Domestic Subsidiary that is a direct or indirect Subsidiary of a Foreign Subsidiary) to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.026.02 (and provided further that such perfection with respect to intellectual property shall be limited to the United States). Without limiting the generality of the foregoing, the Borrower (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably requestrequest and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property (other than Excluded Assets) owned by the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until the date that is ninety (90) days following the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (Aa) until June 30, 2010 the date that is ninety (90) days following the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerBorrower (except that such perfection with respect to intellectual property shall be limited to the United States).
(d) If any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Viropharma Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary (other than any Affected Subsidiary) to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixed, subject to the exceptions expressly contained herein and in any Loan Document and excluding Excluded Property) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests (other than Excluded Property) of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly or indirectly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (iii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that occurs sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and or (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements, (ii) no control or similar arrangements shall be required with respect to deposit or securities accounts unless so requested by the Administrative Agent, (iii) the Borrower and the Loan Parties shall not be required to take any action with respect to the creation or perfection of Liens under foreign law with respect to any Collateral other than foreign law governed pledge agreements described in clause (i) above, (iv) no landlord lien waivers, estoppels or collateral access letters shall be required and (v) in respect of motor vehicles subject to certificates of title, no steps other than filing of UCC financing statements shall be required.
(c) Without limiting the foregoing, the Borrower will, and will cause each Material Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets (including any real property or improvements thereto or any interest therein but excluding any Excluded Property) are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Angiodynamics Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) 45 days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Domestic Subsidiary or any Domestic Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and a joinder to the U.S. Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the U.S. Security Agreement to be accompanied by appropriate corporate requisite organizational resolutions, other corporate organizational documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counselcounsel (but, with respect to any such legal opinion, limited to the types of matters covered in the legal opinions delivered pursuant to Section 4.01). Notwithstanding anything to the contrary in any Loan Document, no Excluded Subsidiary shall be required to be a Subsidiary Guarantor.
(b) The Subject to the terms, limitations and exceptions set forth in the applicable Collateral Documents, the Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal or real, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting With respect to the generality pledge of any Equity Interest in any Subsidiary and subject to the foregoingterms, (i) limitations and exceptions set forth in the applicable Collateral Documents, the Borrower will cause the Applicable Pledge Percentage (A) 100% of the issued and outstanding Equity Interests of (1) each Pledge Subsidiary that is a Domestic Subsidiary (other than Domestic Foreign Holding Companies and Subsidiaries of a Foreign Subsidiary or a Domestic Foreign Holding Company) and (2) the UK Material Subsidiary and (B) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Pledge Subsidiary (i) that is a Foreign Subsidiary (other than Excluded Restricted Subsidiary the UK Material Subsidiary) or (ii) that is a Domestic Foreign Holding Company, in each case which Equity Interests) Interests are directly owned by the Borrower or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents Documents. Without limiting the generality of the foregoing, the Borrower will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Borrower or such other pledge Subsidiary Guarantor which does not constitute Excluded Real Property within 90 days after the acquisition thereof (it being agreed that the Administrative Agent may extend such time period, in its reasonable discretion, by up to 30 days). Notwithstanding the foregoing, no such Mortgages and security documents as Mortgage Instruments are required to be delivered hereunder for Excluded Real Property or and in any case until the date that is 90 days after the Effective Date (it being agreed that the Administrative Agent may extend such time period, in its reasonable discretion, by up to 30 days). Notwithstanding the foregoing, the Administrative Agent shall reasonably request, and not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Loan Party after the Effective Date until the date that occurs 14 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically on an Electronic System) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) no if such pledge agreement real property is located in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder “special flood hazard area”, (A) until June 30, 2010 or such later date as a notification to the Administrative Agent may agree in Borrower of that fact and (if applicable) notification to the exercise of its reasonable discretion with respect thereto, Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice; and (iii) if such notice is required to be provided to the extent Borrower and flood insurance is available in the Administrative Agent or its counsel determines that community in which such pledge would not provide material credit support for the benefit real property is located, evidence of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsrequired flood insurance.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, subject to the terms, limitations and exceptions set forth herein or in any Collateral Document, all at the expense of the Borrower.
(d) If any material assets are acquired by a Loan Party after the Effective Date (other than (i) Excluded Assets or (ii) assets of the type constituting Collateral under the U.S. Security Agreement or other applicable Collateral Document that either become subject to the Lien under the U.S. Security Agreement or other applicable Collateral Document upon acquisition thereofthereof or with respect to which no notice or further action would be required to create or perfect the Administrative Agent’s Lien in such assets), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, Agent and the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and and, as applicable, cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this SectionSection 5.09(c), all at the expense of the Borrower, subject, however, to the terms, limitations and exceptions set forth herein or in any Collateral Document.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event Subject to the Limited Conditionality Provision, within thirty sixty (3060) days (or such later date as may be agreed upon by the Administrative AgentAgent in its reasonable discretion) after any Person wholly-owned Subsidiary qualifies as, or is designated by the Borrower or the Administrative Agent as, as a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such joinders to the Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate requisite resolutions, other corporate organizational documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel. Notwithstanding anything to the contrary in any Loan Document, (i) no Excluded Domestic Subsidiary or Excluded Foreign Subsidiary shall be required to be a Subsidiary Guarantor and (ii) no Collateral constituting fee-owned real property located in the State of New York shall secure any Revolving Commitments, Revolving Loans, Incremental Revolving Commitments, Other Revolving Commitments, Refinancing Revolving Commitments or Revolving Credit Exposure.
(b) The Borrower Subject to the Limited Conditionality Provision and the terms, limitations and exceptions set forth in the applicable Collateral Documents and this Section 5.09(b), the Company will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets and any real property that is not Material Real Property) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, and subject to the Limited Conditionality Provision and the terms, limitations and exceptions set forth in the applicable Collateral Documents, the Company (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Company or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, priority perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Company or such Subsidiary Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgage or Mortgage Instruments are required to be delivered hereunder until the date that is ninety (90) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after (A) the Effective Date, with respect to Material Real Property owned by the Company or any Subsidiary Guarantor on the Effective Date (after giving effect to the PCB Acquisition) or (B) the date of acquisition thereof, with respect to Material Real Property acquired by the Company or any Subsidiary Guarantor after the Effective Date, (ii) without limiting the immediately preceding clause (i), no such Mortgages and Mortgage Instruments shall be required in respect of real property located in Depew, New York until after the date on which the Town of Lancaster Industrial Development Agency provides any required consents in respect thereof (and the Company shall, to the extent requested by the Administrative Agent, make commercially reasonable efforts to obtain any such consents) and (iii) no foreign pledge agreement documentation in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a Material Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements, and (C) to the extent the Company reasonably determines in its good faith judgment that such pledge would result in a material adverse tax consequence to the Company or any Subsidiary.
(c) Without limiting the foregoing, the Borrower Company will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, subject to the Limited Conditionality Provision and the terms, limitations and exceptions set forth herein or in any Collateral Document, all at the expense of the BorrowerCompany, in each case to the extent required by, and subject to the limitations and exceptions of, this Agreement and the other Loan Documents; provided that, with respect to the Material Real Property, such deliveries shall be made to the extent required by Section 5.03(b) above.
(d) If any material assets (excluding any Material Real Property as the same is addressed in clause (c) above) are acquired by a Loan Party the Company or any Subsidiary Guarantor after the Effective Date (other than (i) Excluded Assets or (ii) assets of the type constituting Collateral under the Security Agreement any Collateral Document that either become subject to the Lien under the Security Agreement such Collateral Document upon acquisition thereofthereof or with respect to which no notice or further action would be required to create or perfect the Administrative Agent’s Lien in such assets), the Borrower Company will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and and, as applicable, cause the other Loan Parties any Subsidiary Guarantor to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerCompany, subject, however, to the Limited Conditionality Provision and the terms, limitations and exceptions set forth herein or in any Collateral Document, provided that with respect to any Material Real Property acquired by the Company or any Subsidiary Guarantor after the Effective Date, which property would not be automatically subject to another Lien pursuant to an existing Collateral Document, no Mortgage or Mortgage Instrument shall be required to be delivered hereunder prior to the date that is ninety (90) days after the acquisition thereof as determined by the Borrower (acting reasonably in good faith) (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion).
(e) At any time Notwithstanding the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantorforegoing, the Administrative Agent shallshall not require the Company or any other Loan Party (1) to obtain or deliver any landlord waivers, at estoppels, collateral access agreements or any similar documents or instruments or (2) to take any action with respect to any property (whether real or personal and whether now owned or hereafter acquired) located outside of the Borrower’s expenseUnited States, release and no Loan Party shall be required to enter into any collateral documentation governed by or required by the laws of any jurisdiction outside the United States in order to create or perfect any security interest in any such property, whether or not located in any jurisdiction outside of the United States (provided that, this clause (2) shall not apply to pledge documentation in respect of the pledge of Equity Interests in any Material Foreign Subsidiary from that is a Pledge Subsidiary). Neither any Loan Party nor any of their respective Affiliates shall be required to enter into any collateral assignment agreement with respect to interests in the Subsidiary Guaranty and the Collateral Documents pursuant to such PCB Merger Agreement (or any related document, instrument or agreement) or any definitive acquisition documentation as the Borrower shall reasonably requestfor any other acquisition or investment.
Appears in 1 contract
Sources: Credit Agreement (MTS Systems Corp)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. Concurrently with each delivery (aor deemed delivery) As promptly of Holdings’ financial statements pursuant to Section 5.01(a) or Section 5.01(b), Holdings will determine whether the Minimum Guarantee and Pledge Requirement is then satisfied; provided, however, with respect to any Subsidiary that is created or formed after the Effective Date and is required to become a Subsidiary Guarantor in connection with an Investment permitted in Section 6.04, such Subsidiary shall become a Subsidiary Guarantor within the later of (x) the time frame set forth below and (y) 60 days after such Subsidiary is created or acquired (or such longer period as possible but the Administrative Agent may agree, in any event its sole discretion). If the Minimum Guarantee and Pledge Requirement is not then satisfied, Holdings will promptly, notify the Administrative Agent thereof and within thirty (30) 30 days (or such later date longer period as may be agreed upon by the Administrative Agent) after any Person qualifies as, or is designated by the Borrower or the Administrative Agent asmay agree, a Subsidiary Guarantor pursuant to in its sole discretion) after the definition of “Material Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets end of such Person and shall fiscal quarter covered by such financial statements:
(a) cause each such Person which qualifies as a Material Subsidiary to deliver become a party to the Administrative Agent a joinder to the Subsidiary Guaranty Agreement and the Security Agreement pursuant to the completion and execution of a Subsidiary Joinder Agreement (in each case as such term is defined in the form contemplated therebySecurity Agreement) pursuant and promptly take such actions to which such Person agrees to be bound by create and perfect Liens in the Collateral in accordance with the terms and provisions thereof, such Subsidiary Guaranty and of the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request;
(b) cause each such Subsidiary to:
(i) execute and deliver such documents, organizational documents, certificates, resolutions and opinions of the type referred to in Sections 4.01(b), (d), (e) and (f) with respect to each such Subsidiary, and its entry into the Guaranty Agreement and the Security Agreement;
(ii) no execute and deliver any and all further documentation and take such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date further action as the Administrative Agent may agree in the exercise of its reasonable discretion with respect theretodeem necessary or reasonably appropriate to:
(A) grant, perfect and protect such Liens;
(B) to evidence the extent authority of such Subsidiary to grant such Liens;
(C) for the Administrative Agent or its counsel determines that such pledge would not provide material credit support for to obtain the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions full benefits of this Agreement and the other Loan Documents and Documents, but subject to ensure perfection and priority of the Liens created or intended exclusions set forth in the Security Agreement; and
(iii) cause the Equity Interests issued by such Subsidiary Guarantor to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under pledged pursuant to the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrowerowner thereof.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Domestic Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, as a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such the Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens other than Liens permitted by Section 6.026.02 (and provided further that such perfection with respect to intellectual property shall be limited to the United States). Without limiting the generality of the foregoing, the Borrower (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably requestrequest and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property (excluding Excluded Assets) owned by the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until 90 days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 90 days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerBorrower (except that such perfection with respect to intellectual property shall be limited to the United States).
(d) If any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Endo Pharmaceuticals Holdings Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, or is designated by The Parent Guarantor and the Borrower shall, (x) at all times, not later than the date on which the applicable Compliance Certificate is required to be delivered hereunder, for each other Person (other than an Excluded Subsidiary) becoming a Subsidiary (whether by acquisition of a Property or the Administrative Agent as, otherwise) and each Subsidiary that is not a Subsidiary Guarantor pursuant ceasing to be an Excluded Subsidiary, and each Subsidiary of the Parent Guarantor that owns, directly or indirectly, any Equity Interest of any of such Subsidiaries, in each case during the fiscal quarter for which such Compliance Certificate is required, to the definition extent necessary to satisfy the Guaranty Requirement as of “Material Subsidiary”the last day of such fiscal quarter and (y) at all times, not later than the date any Subsidiary of the Parent Guarantor that is a borrower or a guarantor, or otherwise has a payment obligation in respect of, any Unsecured Indebtedness, becomes a borrower or guarantor or otherwise incurs such payment obligation in respect of such Unsecured Indebtedness (other than intercompany Indebtedness between or among any of the Parent Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall their Subsidiaries), deliver or cause each such Person which qualifies as a Material Subsidiary to deliver be delivered to the Administrative Agent a joinder to each of the Subsidiary Guaranty and the Security Agreement (in following items, each case in the form contemplated thereby) pursuant to which such Person agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, Agent: (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned an Accession Agreement executed by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably requestSubsidiary, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion items with respect thereto, and to such Subsidiary that would have been delivered under Sections 6.1.(iv) through (Bviii) to the extent the Administrative Agent or its counsel determines that if such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by had been a Loan Party after Subsidiary Guarantor on the Effective Date (other than assets constituting Collateral under in the Security Agreement that become subject case of Section 6.1.(iv), only to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably extent requested by the Administrative Agent to grant and perfect such Liensin connection with a new Borrowing Base Property). Nothing contained in this Section shall supersede, including actions described in clause (c) modify or otherwise affect the provisions of this Section, all at the expense of the BorrowerSections 4.1. or 4.2.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person that is not an Affected Foreign Subsidiary qualifies as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary governed by the jurisdiction of organization of each Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that is sixty (60) days after the Administrative Agent’s request therefor (or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto), and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instrumentsinstruments as required pursuant to the terms of the Collateral Documents, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not no longer required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Deluxe Corp)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) 60 days (or such later date as may be reasonably agreed upon by the Administrative Agent) after any Person becomes a Domestic Subsidiary or any Domestic Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and a joinder to the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate requisite organizational resolutions, other corporate organizational documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counselcounsel (but, with respect to any such legal opinion, limited to the types of matters covered in the legal opinions delivered pursuant to Section 4.01). Notwithstanding anything to the contrary in any Loan Document, no Excluded Subsidiary shall be required to be a Subsidiary Guarantor or comply (nor shall the Borrower be required to cause it to comply) with any covenant with respect to becoming a guarantor or granting a security interest, including this Section 5.09.
(b) The Subject to the terms, limitations and exceptions set forth in the applicable Collateral Documents, the Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal or real, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting With respect to the generality pledge of any Equity Interest in any Subsidiary and subject to the foregoingterms, (i) limitations and exceptions set forth in the applicable Collateral Documents, the Borrower will cause the Applicable Pledge Percentage (A) 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary that is a Domestic Subsidiary (other than Excluded Restricted Domestic Foreign Holding Companies and Subsidiaries of a Domestic Foreign Holding Company or a Foreign Subsidiary that is a CFC) and (B) 65% of the issued and outstanding Equity InterestsInterests 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 Pledge Subsidiary (i) that is a Foreign Subsidiary or (ii) that is a Domestic Foreign Holding Company, in each case in the case of clauses (A) and (B), in respect of Equity Interests which are directly owned by the Borrower or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents Documents. Without limiting the generality of the foregoing, the Borrower will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Borrower or such other pledge and security documents as Subsidiary Guarantor which does not constitute Excluded Real Property within 120 days after the Administrative Agent shall reasonably request, and acquisition thereof (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as may be reasonably agreed upon by the Administrative Agent). Notwithstanding the foregoing, no such Mortgages and Mortgage Instruments are required to be delivered hereunder for Excluded Real Property or and in any case until the date that is 120 days after the Effective Date (or such later date as may be reasonably agreed upon by the Administrative Agent). Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Loan Party after the Effective Date until the date that occurs 21 days after the Administrative Agent has delivered to the Lenders (which may agree be delivered electronically on an Electronic System) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the exercise Borrower of its reasonable discretion with respect thereto, that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice; and (iii) if such notice is required to be provided to the extent Borrower and flood insurance is available in the Administrative Agent or its counsel determines that community in which such pledge would not provide material credit support for the benefit real property is located, evidence of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsrequired flood insurance.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary Guarantor to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, intellectual property security agreements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, subject to the terms, limitations and exceptions set forth herein or in any Collateral Document, all at the expense of the Borrower.
(d) If any material assets are acquired by a Loan Party after the Effective Date (other than (i) Excluded Assets or (ii) assets of the type constituting Collateral under the Security Agreement or other applicable Collateral Document that either become subject to the Lien under the Security Agreement or other applicable Collateral Document upon acquisition thereofthereof or with respect to which no notice or further action would be required to create or perfect the Administrative Agent’s Lien in such assets), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, Agent and the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and and, as applicable, cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this SectionSection 5.09(c), all at the expense of the Borrower.
(e) At , subject, however, to the terms, limitations and exceptions set forth herein or in any time Collateral Document. Notwithstanding anything to the Borrower determines that a Subsidiary Guarantor is not required to contrary contained herein or in any other Loan Document, no Loan Party shall be a Subsidiary Guarantor under the definition of “Material Subsidiary”required, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower nor shall provide the Administrative Agent be authorized, (i) to perfect a security interest in any Collateral by any means other than by (A) filings pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant jurisdiction, (B) filings in the United States Patent and Trademark Office and/or the United States Copyright Office, as applicable, with written notice thereof setting forth information respect to Intellectual Property (including exclusive licenses of United States registered copyrights granted to a Loan Party), (C) (1) mortgages in reasonable detail describing why respect of fee-owned real property included in the Collateral and (2) filings in the applicable real estate records with respect to real properties included in the Collateral or fixtures relating to such Subsidiary is no longer required real properties and (D) delivery to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shallof all stock certificates, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty intercompany notes and other instruments constituting Collateral required pursuant to the Collateral Documents pursuant to such documentation as be held in its possession, (ii) to enter into any control agreement with respect to any deposit account, securities account or commodities account or obtain any landlord waivers, estoppels or collateral access letters, (iii) to take any action (other than any actions listed in clauses (A) through (D) of clause (i) above) with respect to any assets located outside of the Borrower shall reasonably requestUnited States or (iv) to take any actions in any jurisdiction other than the United States (or any political subdivision thereof) or enter into any collateral documents governed by the laws of any country other than the United States (or any political subdivision thereof).
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material SubsidiarySubsidiary Guarantor”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the earnings and material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary Guarantor to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions of thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal and joinder opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Subsidiary qualifying as a Loan Party to cause, within the time periods set forth below with respect to real property, all of its owned personal property (whether real, personal, tangible, intangible, or mixed) to be subject at all times to first priority, priority and perfected (subject in each case to the qualifications specified in Section 3.16 with respect to priority and perfection) Liens in favor of the Administrative Collateral Agent for the benefit of the Holders of Secured Parties Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements6.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Loan Agreement (Photronics Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Subject to the Limited Conditionality provision and the terms, limitations and exceptions set forth in any event the applicable Collateral Documents and this Section 5.09, within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, or is designated by the Borrower or the Administrative Agent as, becomes a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Subject to the Limited Conditionality Provision and the terms, limitations and exceptions set forth in the applicable Collateral Documents and this Section 5.09, the Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixed, but excluding any Excluded Assets or other assets not required to be Collateral) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) and subject to the Limited Conditionality Provision and the terms, limitations and exceptions set forth in the applicable Collateral Documents and this Section 5.09, the Borrower will cause (i) 100% of, in the Applicable Pledge Percentage case of Domestic Subsidiaries, and (ii) 65%, in the case of Foreign Subsidiaries, of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably requestrequest and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Borrower or such Subsidiary Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until the date that is sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that is sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, subject to the Limited Conditionality Provision and the terms, limitations, and exceptions set forth herein or in any Collateral Document, all at the expense of the Borrower, in each case to the extent required by, and subject to the limitations and exceptions of, this Agreement and the other Loan Documents.
(d) If any material assets (including any real property or improvements thereto or any interest therein, but excluding any Excluded Assets or other assets not required to be Collateral) are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Loan Party after the Effective Date until (1) the date that occurs fourteen (14) days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically on an Electronic System) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower of that fact and (if applicable) notification to the Borrower that flood insurance coverage is not available and (B) evidence of the receipt by the Borrower of such notice; and (iii) if such notice is required to be provided to the Borrower and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from the Impacted Lender that flood insurance due diligence and flood insurance compliance has been completed by the Impacted Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed).
(e) At any time Within thirty (30) days following the Borrower determines that a Subsidiary Guarantor is not required Effective Date (or such later date as the Administrative Agent agrees to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantorin its sole discretion), the Borrower shall provide deliver to the Administrative Agent certificates of insurance listing the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the Loan Parties, together with written notice thereof setting forth information long-form lender loss payable endorsements, as appropriate and (y) additional insured with respect to the liability insurance of the Loan Parties, together with additional insured endorsements. Notwithstanding anything to the contrary herein or in reasonable detail describing why any Loan Documents, such Subsidiary is no longer certificates of insurance and endorsements shall not be required to be a Subsidiary Guarantor. Upon delivered until the date that is thirty (30) days following the Effective Date (or such later date as the Administrative Agent’s reasonable determination Agent agrees to in its sole discretion).
(f) Within five (5) Business Days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion), the Borrower shall deliver to the Administrative Agent UCC, tax lien and name variation search reports naming each Loan Party from the appropriate offices in relevant jurisdictions, to the extent such search reports were not previously delivered on or prior to the Effective Date.
(g) Notwithstanding the foregoing, the parties hereto acknowledge and agree that such Subsidiary (i) in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any asset that constitutes Collateral is no longer required excessive in relation to be a Subsidiary Guarantorthe benefit afforded to the Secured Parties thereby, the Administrative Agent shall, at the Borrower’s expense, release may exclude such Subsidiary Collateral from the Subsidiary Guaranty creation and perfection requirements set forth in this Agreement and the Collateral other Loan Documents pursuant to and (ii) the Administrative Agent may grant extensions of time for the creation or perfection of Liens in particular property (including extensions of time beyond the Effective Date) where it determines that such documentation as creation or perfection cannot be accomplished without undue effort or expense by the Borrower shall reasonably requesttime or times at which it would otherwise be required by this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (Almost Family Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraph of this Section 6.09, after (30i) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, becomes a Restricted Subsidiary that is not an Excluded Subsidiary or (ii) any Excluded Subsidiary that is designated by the Borrower or the Administrative Agent asnot an Unrestricted Subsidiary ceases to be an Excluded Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition that is no longer an Excluded Subsidiary, including as a result of “Material Subsidiary”any Permitted Reorganization), the Borrower in each case, Parent shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person New Loan Party and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Guaranty Agreement in form and substance satisfactory to the Administrative Agent, guaranteeing the Finance Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence or, in the case of a Foreign Subsidiary Guaranty organized in a jurisdiction with respect to which no Collateral Documents have been delivered prior to such time, new Collateral Documents substantially comparable to the Collateral Documents for other Foreign Subsidiaries (and consistent with customary collateral documents in such jurisdiction but, for the Security Agreement (avoidance of doubt, with terms no more restrictive, when taken as a whole, than the other Collateral Documents applicable to Guarantors and without additional commercial obligations, representations, undertakings or indemnities materially broader than those contained in the Loan Documents entered into on the Closing Date unless required for the creation, perfection or effective enforcement of security), in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which such Person agrees to be bound by Administrative Agent, securing payment of all the terms and provisions thereof, Finance Obligations of such Subsidiary Guaranty and under the Security Agreement Finance Documents to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel; provided, however, that any such foreign guarantees and foreign security will be limited or not required as, and to the extent, set forth in the Agreed Security Principles.
(b) The Borrower Subject to Section 6.09(e) and the Agreed Security Principles, Parent will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Finance Parties to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens permitted by Section 6.02other than Permitted Liens. Without limiting the generality of the foregoing, but subject to Section 6.09(e) and the Agreed Security Principles, Parent (i) the Borrower will cause the Applicable Pledge Percentage 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Parent or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien on a first priority basis, subject to Permitted Liens, in favor of the Administrative Agent to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement will, and will cause each other Loan Party to, deliver Mortgages with respect to each Mortgaged Property, together with Mortgage Instruments; provided that with respect to jurisdictions that impose mortgage recording taxes, the applicable Mortgage and Mortgage Instruments and any other Collateral Documents shall not secure indebtedness in respect an amount exceeding 105% of the Equity Interests fair market value of a Foreign Subsidiary shall be required hereunder (A) until June 30the applicable Mortgaged Property, 2010 or such later date as reasonably determined in good faith by the Loan Parties and reasonably acceptable to the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsAgent.
(c) Without limiting the foregoing, but in any event subject to the Borrower Agreed Security Principles, Parent will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerParent.
(d) If any assets (including any real property or improvements thereto or any interest therein) with an aggregate fair market value greater than or equal to $10,000,000 (any real property with an aggregate fair market value greater than or equal to $10,000,000 is referred to herein as a “Material Real Property”) are acquired by a Loan Party after the Effective Closing Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower Parent will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Parent will cause such assets to be subjected to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of Parent and in each case, subject to the BorrowerAgreed Security Principles; provided that, with respect to real property and Equity Interests, such actions will be limited to those specified in paragraph (b) of this Section; provided, however, that the applicable Loan Party shall not execute and deliver any Mortgage on any Material Real Property until (x) at least 90 days (or such shorter period as is acceptable to the Administrative Agent in its sole discretion) from the date the Lead Borrower provides the Administrative Agent with prior written notice of such acquisition of such Material Real Property, (y) each Lender has received, at least ten Business Days prior to such execution and delivery, a completed “life of the loan” Federal Emergency Management Agency Standard Flood Hazard Determination and for any Mortgaged Property with a building in a special flood hazard area, an acknowledgment by the applicable Loan Party, and evidence of flood insurance, as may be required pursuant to the Flood Laws and (z) the Borrower has received confirmation from the Administrative Agent that flood insurance due diligence and flood insurance compliance has been completed.
(e) At Notwithstanding anything to the contrary set forth herein, (i) no action shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement, (ii) control agreements and perfection by “control” (other than in respect of certificated Collateral) shall not be required with respect to any time Collateral, (iii) there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters, (iv) no actions outside any Covered Jurisdictions (or France, solely with respect to the Borrower determines Equity Interests of Material Restricted Subsidiaries organized in France) shall be required in order to create any security interests in assets located or titled outside of the Covered Jurisdictions (or France, solely with respect to the Equity Interests of Material Restricted Subsidiaries organized in France) or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction (other than the Covered Jurisdictions and, with respect to U.S. trademark registrations or application filed under 15 U.S.C. Section 1141, WIPO) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than a Subsidiary Guarantor Covered Jurisdiction; provided, however, that no actions in any jurisdiction outside a Loan Party’s jurisdiction of organization shall be required in order to create or perfect any security interests in (x) the Equity Interests held by such Loan Party of any Person that is not a Material Restricted Subsidiary or (y) assets of such Loan Party with a fair market value less than $10,000,000 located outside such Person’s jurisdiction of organization; (v) except as specified in paragraph (b) above with respect to Mortgages, no filings in respect of any Lien shall be required in any jurisdiction that impose recording fees based on the aggregate principal amount of indebtedness secured or the value of the Collateral subject to such Liens and (vi) no actions in any jurisdiction outside the United States shall be required where the cost of obtaining or perfecting a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby (taking into account any documentation in any Covered Jurisdiction related thereto) as reasonably determined by the Administrative Agent in writing (in consultation with the Lead Borrower). Notwithstanding the foregoing, (i) any deliverables delivered pursuant to this Section 6.09 as of the Closing Date shall be subject to the last paragraph of Section 4.01, (ii) with respect to any real property acquired after the Closing Date, the Loan Parties shall have ninety (90) days after the delivery of a Perfection Certificate (or supplements to the exhibits thereto) disclosing the acquisition of the applicable real property (or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with respect thereto) to take the actions required by this Section, and (iii) with respect to any other property or assets acquired after the Closing Date or with respect to any New Loan Party, the Loan Parties shall have forty-five (45) days, or ninety (90) days in the case of the Equity Interests, property or assets of, or actions required to be taken by, any Foreign Subsidiary, after the delivery of a Subsidiary Guarantor under Perfection Certificate (or supplements to the definition of “Material Subsidiary”, including exhibits thereto) disclosing the acquisition thereof or reflecting that such Person has become a New Loan Party (or such later date as may be agreed upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer respect thereto) to take the actions required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestby this Section.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within but not later than thirty (30) days following the delivery of the certificate required to be delivered under Section 5.01(c) (or such later date as may be agreed upon by the Administrative Agent) after in respect of the fiscal quarter immediately following the date on which any Person becomes a Restricted Subsidiary (including pursuant to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary) or any Restricted Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Restricted Domestic Subsidiary Guarantor pursuant to the definition of “Material Restricted Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Restricted Subsidiary which also qualifies as a Material Restricted Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Restricted Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions consistent with those delivered on the Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The . Notwithstanding anything to the contrary set forth herein, no Restricted Subsidiary constituting an Excluded Subsidiary shall be required to be a Guarantor. 111. Subject to the limitations contained in this Section 5.09 and elsewhere in the Loan Documents, the Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether tangible, intangible, or mixed) Collateral to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents Documents. Notwithstanding the foregoing, (i) no Loan Party shall be required to provide any mortgage, landlord waiver, collateral access agreement, estoppel or such other pledge and security documents as the Administrative Agent shall reasonably requestdeed of trust with respect to any real property (including leasehold interests), and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary Loan Party shall be required hereunder to obtain the consent of any governmental authority or third party, (Aiii) until June 30no actions shall be required to perfect a security interest in letter of credit rights, 2010 other than a filing of a UCC financing statement, (iv) no deposit account or securities account, or similar, control agreements shall be required, (v) assets will be excluded from the Collateral in circumstances where the cost of obtaining a security interest in such later date as assets exceeds the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) practical benefit to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by Section 4.01, Lenders afforded thereby as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested determined by the Administrative Agent to grant and perfect such Liens, including actions described (in clause (c) of this Section, all at the expense of consultation with the Borrower.
) and (evi) At any time the Borrower determines that a and Subsidiary Guarantor is Guarantors shall not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”required, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower nor shall provide the Administrative Agent with written notice thereof setting forth information be authorized, to take any action in reasonable detail describing why any non-U.S. jurisdiction in order to create any security interests in assets located or titled outside the U.S. or to perfect any security interests in such Subsidiary is assets, including, without limitation, any intellectual property registered in any non-U.S. jurisdiction or any equity interests of any subsidiaries organized in any non-U.S. jurisdiction (it being understood that there shall be no longer required to be a Subsidiary Guarantor. Upon security agreements or pledge agreements governed under the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestlaws of any non-U.S. jurisdiction).
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower Company or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and and, if the Administrative Agent so elects in its reasonable discretion after consultation with the Company, the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement (if applicable) to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(bi) The Borrower Each U.S. Loan Party will cause, and will cause each other Loan Party of its subsidiaries which is a Material Subsidiary to cause, all of its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for Agent, on behalf of itself and the benefit of the other Secured Parties Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower each U.S. Loan Party will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly or indirectly owned by the Borrower or any other such U.S. Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) all within such time period as is reasonably required by the Administrative Agent. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that occurs sixty (60) days after the Restatement Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not not, in light of the cost and expense associated therewith, provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(ii) At any time after the Restatement Effective Date, to the extent the Administrative Agent so elects in its reasonable discretion after consultation with the Company, the Administrative Agent may require the Parent or any Loan Party (any such Person, an “Additional Collateral Loan Party”) to comply with the provisions of this Section 5.09, in which case the Parent will cause, or will cause the applicable Loan Party to cause, all (or the portion required by the Administrative Agent) of its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, each Additional Collateral Loan Party will, to the extent required by the Administrative Agent, cause 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by such Additional Collateral Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, all within such time period as is reasonably required by the Administrative Agent. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that such pledge would not, in light of the cost and expense associated therewith, provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower Parent will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.013 of the Amendment and Restatement Agreement, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerParent.
(d) If Subject to the limitations set forth in Section 10.02 below, if any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Restatement Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Parent will notify the Administrative Agent thereof, and, if reasonably requested by the Administrative Agent, the Borrower Parent will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerParent.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (Vistaprint N.V.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixed, subject to the exceptions expressly contained herein and in any Loan Document and excluding Excluded Property) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests (other than Excluded Property) of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly or indirectly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (iii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that occurs sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and or (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements, (ii) no control or similar arrangements shall be required with respect to deposit or securities accounts unless so requested by the Administrative Agent, (iii) the Borrower and the Loan Parties shall not be required to take any action with respect to the creation or perfection of Liens under foreign law with respect to any Collateral other than foreign law governed pledge agreements described in clause (i) above, (iv) no landlord lien waivers, estoppels or collateral access letters shall be required and (v) in respect of motor vehicles subject to certificates of title, no steps other than filing of UCC financing statements shall be required.
(c) Without limiting the foregoing, the Borrower will, and will cause each Material Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets (including any real property or improvements thereto or any interest therein but excluding any Excluded Property) are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Angiodynamics Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraph of this Section 6.09, after (30i) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, becomes a Restricted Subsidiary that is not an Excluded Subsidiary or (ii) any Excluded Subsidiary that is designated by the Borrower or the Administrative Agent asnot an Unrestricted Subsidiary ceases to be an Excluded Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition of “Material that is no longer an Excluded Subsidiary”), in each case, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Subsidiary Guaranty Agreement in form and substance reasonably satisfactory to the Security Agreement Administrative Agent, guaranteeing the Finance Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence, in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which such Person agrees to be bound by Administrative Agent, securing payment of all the terms and provisions thereof, Finance Obligations of such Subsidiary Guaranty and under the Security Agreement Finance Documents to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Finance Parties to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens permitted by Section 6.02other than Permitted Liens. Without limiting the generality of the foregoing, the Borrower (i) the Borrower will cause the Applicable Pledge Percentage 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien on a first priority basis, subject to Permitted Liens, in favor of the Administrative Agent to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30will, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion and will cause each other Loan Party to, deliver Mortgages with respect theretoto each Mortgaged Property, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementstogether with Mortgage Instruments.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are asset constituting Collateral is acquired by a Loan Party after the Effective Closing Date (other than assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets Collateral to be subjected subject to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Sectionabove, all at the expense of the Borrower; provided that, with respect to Equity Interests, such actions will be limited to those specified in clause (b) above.
(e) At Notwithstanding the foregoing, with respect to any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”property, including upon Mortgaged Property, acquired after the addition of another Subsidiary as a Subsidiary GuarantorClosing Date or with respect to any New Loan Party, the Borrower Loan Parties shall provide have ninety (90) days after the acquisition thereof or such Person becomes a New Loan Party (or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer respect thereto) to take the actions required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestby this Section.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times (subject to the time periods specified in clause (a) above) to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Borrower (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times (subject to the time periods specified in clause (a) above) to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June September 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets (including any real property or improvements thereto or any interest therein but excluding any Excluded Assets) are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Blackboard Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixed, but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Borrower (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Equity Interests constituting Excluded Restricted Subsidiary Equity InterestsAssets) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably requestrequest and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until the date that is sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements, (iii) no control or similar arrangements shall be required with respect to deposit or securities accounts unless so requested by the Administrative Agent, (iv) the Borrower and the Loan Parties shall not be required to take any action with respect to the creation or perfection of Liens under foreign law with respect to any Collateral, (v) no landlord lien waivers, estoppels or collateral access letters shall be required and (vi) no Loan Party shall be required to take any action in order to create or perfect a security interest in Specified Assets.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Healthequity Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Domestic Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, as a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such the Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens other than Liens permitted by Section 6.026.02 (and provided further that such perfection with respect to intellectual property shall be limited to the United States). Without limiting the generality of the foregoing, the Borrower (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably requestrequest and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property (excluding Excluded Assets) owned by the Borrower or such Subsidiary Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until 90 days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 90 days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerBorrower (except that such perfection with respect to intellectual property shall be limited to the United States).
(d) If any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At concurrently with the designation of any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantorguarantor under any other Material Indebtedness of the Borrower after the Effective Date, the Borrower shall provide cause each such Subsidiary to deliver to the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why a duly executed copy of the Subsidiary Guaranty (or supplement thereto) pursuant to which such Subsidiary is no longer required agrees to be a bound by the terms and provisions of the Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that Guaranty, and such Subsidiary is no longer required to Guaranty (or supplement thereto) shall be a Subsidiary Guarantoraccompanied by appropriate officer’s certificates, resolutions, organizational documents and legal opinions of counsel as the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
Appears in 1 contract
Sources: Credit Agreement (Endo Pharmaceuticals Holdings Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary (other than any Excluded Subsidiary) or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and and, if reasonably requested by the Administrative Agent, legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixed, but excluding any Excluded Assets) to be subject at all times to, to the extent required by this Agreement or the Collateral Documents, first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien (subject to Permitted Liens) in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that is sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) under such Foreign Subsidiary’s jurisdiction of organization to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary Guarantor to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure ensure, to the extent required by this Agreement and the Collateral Documents, perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets (excluding any Excluded Assets) are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and, to the extent required by this Agreement and the Collateral Documents, perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time Notwithstanding the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantorforegoing, the Borrower shall provide parties hereto acknowledge and agree that (i) in circumstances where the Administrative Agent with written notice thereof setting forth information reasonably determines that the cost or effort of obtaining or perfecting a security interest in reasonable detail describing why such Subsidiary any asset that constitutes Collateral is no longer required excessive in relation to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required benefit afforded to be a Subsidiary Guarantorthe Secured Parties thereby, the Administrative Agent shall, at the Borrower’s expense, release may exclude such Subsidiary Collateral from the Subsidiary Guaranty creation and perfection requirements set forth in this Agreement and the Collateral other Loan Documents pursuant to and (ii) the Administrative Agent may grant extensions of time for the creation or perfection of Liens in particular property (including extensions of time beyond the Effective Date) where it determines that such documentation as creation or perfection cannot be accomplished without undue effort or expense by the Borrower shall reasonably requesttime or times at which it would otherwise be required by this Agreement or any other Loan Document.
Appears in 1 contract
Sources: Credit Agreement (LHC Group, Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraphclause (30d) days of this Section 6.09, after (or such later date as may be agreed upon by the Administrative Agenti) after any Person qualifies asbecomes a Restricted Subsidiary that is not an Excluded Subsidiary or an Excluded Tax Subsidiary, (ii) any Excluded Subsidiary (other than an Excluded Tax Subsidiary) that is not an Unrestricted Subsidiary or an Excluded Tax Subsidiary ceases to be an Excluded Subsidiary or (iii) an Excluded Tax Subsidiary that is designated by the Borrower not an Unrestricted Subsidiary or the Administrative Agent asan Excluded Subsidiary ceases to be an Excluded Tax Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition of “Material that is no longer an Excluded Subsidiary”), in each case, the Borrower shall promptly provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Subsidiary Guaranty Agreement in form and substance reasonably satisfactory to the Security Agreement Administrative Agent, guaranteeing the Loan Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence, in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which Administrative Agent, securing payment of all the Finance Obligations of such Person agrees to be bound by New Loan Party under the terms and provisions thereofFinance Documents, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower will causewill, and will cause each other Loan Party to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and such other actions or deliveries of the type required by Section 4.01, as applicabledocuments), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(dc) If any assets are asset constituting Collateral is acquired by a Loan Party after the Effective Closing Date (other than Excluded Property and assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets Collateral to be subjected subject to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Sectionabove, all at the expense of the Borrower; provided that, with respect to Equity Interests, such actions will be limited to those specified in clause (b) above.
(ed) At Notwithstanding the foregoing, with respect to (x) any time property (other than Excluded Property) owned on or acquired after the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary GuarantorClosing Date, the Borrower Loan Parties shall provide have one hundred twenty (120) days after the date hereof or date of acquisition thereof as applicable, or (y) any New Loan Party, the Loan Parties shall have ninety (90) days after the date such Person becomes a New Loan Party (or in each case, such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information respect thereto), in reasonable detail describing why such Subsidiary is no longer each case of the foregoing, to take the actions required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestby this Section.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower Company or the Administrative Agent as, a Material Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Guaranty, or, in the case of a Material Subsidiary that is a Foreign Subsidiary, a separate Guaranty governed by local law to the extent so requested by the Administrative Agent (provided that no Material Subsidiary that is a Foreign Subsidiary shall be required to deliver such a joinder or Guaranty to the extent (A) such action by such Subsidiary is prohibited or restricted by applicable law or regulation (any such Material Subsidiary that is a Foreign Subsidiary described in the foregoing clause (A), a “Specified Non-Required Subsidiary”) or (B) the Administrative Agent or its counsel determines that such joinder or Guaranty would not, in light of the cost and expense associated therewith, provide material credit support for the benefit of the Secured Parties pursuant to a legally valid, binding and enforceable guaranty) and, if the Administrative Agent so elects in its reasonable discretion after consultation with the Company, the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement (if applicable) to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(bi) The Borrower Each U.S. Loan Party will cause, and will cause each other Loan Party of its subsidiaries which is a Material Subsidiary to cause, all of its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for Agent, on behalf of itself and the benefit of the other Secured Parties Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower each U.S. Loan Party will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly or indirectly owned by the Borrower or any other such U.S. Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) all within such time period as is reasonably required by the Administrative Agent. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that occurs sixty (60) days after the Restatement Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not not, in light of the cost and expense associated therewith, provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(ii) At any time after the Restatement Effective Date, to the extent the Administrative Agent so elects in its reasonable discretion after consultation with the Company, the Administrative Agent may require the Company or any Loan Party (any such Person, an “Additional Collateral Loan Party”) to comply with the provisions of this Section 5.09, in which case the Company will cause, or will cause the applicable Loan Party to cause, all (or the portion required by the Administrative Agent) of its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent, on behalf of itself and the other Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, each Additional Collateral Loan Party will, to the extent required by the Administrative Agent, cause 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary directly owned by such Additional Collateral Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, all within such time period as is reasonably required by the Administrative Agent. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that such pledge would not, in light of the cost and expense associated therewith, provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower Company will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.013 of the Amendment and Restatement Agreement, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerCompany.
(d) If Subject to the limitations set forth in Section 10.02 below, if any assets (excluding any real property or improvements thereto or any interest therein) are acquired by a Loan Party after that has previously entered into (or has been required by the Effective Date Administrative Agent to enter into) a Security Agreement (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Company will notify the Administrative Agent thereof, and, if reasonably requested by the Administrative Agent, the Borrower Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerCompany.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Cimpress N.V.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, or is designated by the Borrower or the Administrative Agent as, becomes a Subsidiary Guarantor pursuant (other than an Excluded Subsidiary) or any Subsidiary ceases to the definition of “Material be an Excluded Subsidiary”, the Borrower Borrowers shall provide the Administrative Agent with written notice thereof setting forth and such information as may be reasonably requested by the Administrative Agent in reasonable detail describing furtherance of the material perfection of its security interest in the assets of such Person and shall cause each such Person Subsidiary which qualifies as is a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such joinders to the Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower Company will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Company (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests Capital Stock of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Company or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to any parcel of real property owned by the Company or such Guarantor with a fair market value of $1,000,000 or more to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such pledge agreement in respect of Mortgages and Mortgage Instruments are required to be delivered hereunder until the Equity Interests of a Foreign Subsidiary shall be required hereunder date that is sixty (A60) until June 30, 2010 days after request therefor by the Administrative Agent (or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, ) and (ii) no such pledge agreement in respect of the Capital Stock of a Foreign Subsidiary shall be required hereunder (A) as of the Effective Date and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower Borrowers will, and will cause each Subsidiary (other than an Excluded Subsidiary) to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statementsstatements and, subject to the dollar threshold in Section 5.10(b), fixture filings, Mortgages and deeds of trust, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerCompany.
(d) If any assets (including any real property or improvements thereto or any interest therein subject to the dollar threshold in Section 5.10(b)) are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), (i) the Borrower Borrowers will notify the Administrative Agent thereof, and, (ii) if requested by the Administrative Agent, the Borrower Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
Borrowers, and (eiii) At in the case of any time the Borrower determines real property that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantorconstitutes Collateral, the Borrower shall provide Loan Parties will deliver to the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant Lenders a completed “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each such real property (together with a notice about special flood hazard area status and flood disaster assistance, which, if applicable, shall be duly executed by the applicable Loan Party relating to such documentation real property and, if any such real property is located in an area determined by the Federal Emergency Management Agency to have special flood hazards, evidence of such flood insurance as may be required under applicable law, including Regulation H of the Borrower shall reasonably requestFederal Reserve Board and the other Flood Laws.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. Concurrently with each delivery (aor deemed delivery) As promptly of the Borrower's financial statements pursuant to Section 5.01(a) or Section 5.01(b), the Borrower will determine whether the Minimum Guarantee and Pledge Requirement is then satisfied; provided, however, with respect to any Subsidiary that is created or formed after the Effective Date and is required to become a Subsidiary Guarantor in connection with an Investment permitted in Section 6.04, such Subsidiary shall become a Subsidiary Guarantor within the later of (x) the time frame set forth below and (y) 60 days after such Subsidiary is created or acquired (or such longer period as possible but the Administrative Agent may agree, in any event its sole discretion). If the Minimum Guarantee and Pledge Requirement is not then satisfied, the Borrower will promptly, notify the Administrative Agent thereof and within thirty (30) 30 days (or such later date longer period as may be agreed upon by the Administrative Agent) after any Person qualifies as, or is designated by the Borrower or the Administrative Agent asmay agree, a Subsidiary Guarantor pursuant to in its sole discretion) after the definition of “Material Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets end of such Person and shall fiscal quarter covered by such financial statements:
(a) cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent become a joinder party to the Subsidiary Guaranty and the Security Agreement pursuant to the completion and execution of a Subsidiary Joinder Agreement (in each case as such term is defined in the form contemplated therebySecurity Agreement) pursuant and promptly take such actions to which such Person agrees to be bound by create and perfect Liens in the Collateral in accordance with the terms and provisions thereof, such Subsidiary Guaranty and of the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request;
(b) cause each such Subsidiary to:
(i) execute and deliver such documents, organizational documents, certificates, resolutions and opinions of the type referred to in Sections 4.01(b), (d), (e) and (f) with respect to each such Subsidiary, and its entry into the Subsidiary Guaranty and the Security Agreement;
(ii) no execute and deliver any and all further documentation and take such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date further action as the Administrative Agent may agree in the exercise of its reasonable discretion with respect theretodeem necessary or reasonably appropriate to:
(A) grant, perfect and protect such Liens;
(B) to evidence the extent authority of such Subsidiary to grant such Liens;
(C) for the Administrative Agent or its counsel determines that such pledge would not provide material credit support for to obtain the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions full benefits of this Agreement and the other Loan Documents and Documents, but subject to ensure perfection and priority of the Liens created or intended exclusions set forth in the Security Agreement; and
(iii) cause the Equity Interests issued by such Subsidiary Guarantor to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under pledged pursuant to the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrowerowner thereof.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Acxiom Corp)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within but not later than thirty (30) days following the delivery of the certificate required to be delivered under Section 5.01(c) (or such later date as may be agreed upon by the Administrative Agent) after in respect of the fiscal quarter immediately following the date on which any Person becomes a Restricted Subsidiary (including pursuant to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary) or any Restricted Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Restricted Domestic Subsidiary Guarantor pursuant to the definition of “Material Restricted Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Restricted Subsidiary which also qualifies as a Material Restricted Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Restricted Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions consistent with those delivered on the Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding anything to the contrary set forth herein, no Restricted Subsidiary constituting an Excluded Subsidiary shall be required to be a Guarantor.
(b) The Subject to the limitations contained in this Section 5.09 and elsewhere in the Loan Documents, the Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether tangible, intangible, or mixed) Collateral to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents Documents. Notwithstanding the foregoing, (i) no Loan Party shall be required to provide any mortgage, landlord waiver, collateral access agreement, estoppel or such other pledge and security documents as the Administrative Agent shall reasonably requestdeed of trust with respect to any real property (including leasehold interests), and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary Loan Party shall be required hereunder to obtain the consent of any governmental authority or third party, (Aiii) until June 30no actions shall be required to perfect a security interest in letter of credit rights, 2010 other than a filing of a UCC financing statement, (iv) no deposit account or securities account, or similar, control agreements shall be required, (v) assets will be excluded from the Collateral in circumstances where the cost of obtaining a security interest in such later date assets exceeds the practical benefit to the Lenders afforded thereby as reasonably determined by the Administrative Agent may agree (in consultation with the exercise of its reasonable discretion with respect thereto, Borrower) and (Bvi) to the extent Borrower and Subsidiary Guarantors shall not be required, nor shall the Administrative Agent be authorized, to take any action in any non-U.S. jurisdiction in order to create any security interests in assets located or its counsel determines titled outside the U.S. or to perfect any security interests in such assets, including, without limitation, any intellectual property registered in any non-U.S. jurisdiction or any equity interests of any subsidiaries organized in any non-U.S. jurisdiction (it being understood that such there shall be no security agreements or pledge would not provide material credit support for agreements governed under the benefit laws of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsany non-U.S. jurisdiction).
(c) Without limiting the foregoing, but subject to the limitations in this Section 5.09 and elsewhere in the Loan Documents, the Borrower will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Agents such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent Agents may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral DocumentsDocuments (including, for the avoidance of doubt, in connection with the disclosure of any additional assets constituting Collateral pursuant to any updates of the exhibits to the Security Agreement as required thereby), all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraph of this Section 6.09, after (30i) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, becomes a Restricted Subsidiary that is not an Excluded Subsidiary or (ii) any Excluded Subsidiary that is designated by the Borrower or the Administrative Agent asnot an Unrestricted Subsidiary ceases to be an Excluded Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition that is no longer an Excluded Subsidiary, including as a result of “Material Subsidiary”any Permitted Reorganization), the Borrower in each case, Parent shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person New Loan Party and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Guaranty Agreement in form and substance satisfactory to the Administrative Agent, guaranteeing the Finance Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence or, in the case of a Foreign Subsidiary Guaranty organized in a jurisdiction with respect to which no Collateral Documents have been delivered prior to such time, new Collateral Documents substantially comparable to the Collateral Documents for other Foreign Subsidiaries (and consistent with customary collateral documents in such jurisdiction but, for the Security Agreement (avoidance of doubt, with terms no more restrictive, when taken as a whole, than the other Collateral Documents applicable to Guarantors and without additional commercial obligations, representations, undertakings or indemnities materially broader than those contained in the Loan Documents entered into on the Closing Date unless required for the creation, - 130 - perfection or effective enforcement of security), in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which such Person agrees to be bound by Administrative Agent, securing payment of all the terms and provisions thereof, Finance Obligations of such Subsidiary Guaranty and under the Security Agreement Finance Documents to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel; provided, however, that any such foreign guarantees and foreign security will be limited or not required as, and to the extent, set forth in the Agreed Security Principles.
(b) The Borrower Subject to Section 6.09(e) and the Agreed Security Principles, Parent will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Finance Parties to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens permitted by Section 6.02other than Permitted Liens. Without limiting the generality of the foregoing, but subject to Section 6.09(e) and the Agreed Security Principles, Parent (i) the Borrower will cause the Applicable Pledge Percentage 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Parent or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien on a first priority basis, subject to Permitted Liens, in favor of the Administrative Agent to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement will, and will cause each other Loan Party to, deliver Mortgages with respect to each Mortgaged Property, together with Mortgage Instruments; provided that with respect to jurisdictions that impose mortgage recording taxes, the applicable Mortgage and Mortgage Instruments and any other Collateral Documents shall not secure indebtedness in respect an amount exceeding 105% of the Equity Interests fair market value of a Foreign Subsidiary shall be required hereunder (A) until June 30the applicable Mortgaged Property, 2010 or such later date as reasonably determined in good faith by the Loan Parties and reasonably acceptable to the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsAgent.
(c) Without limiting the foregoing, but in any event subject to the Borrower Agreed Security Principles, Parent will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerParent.
(d) If any assets (including any real property or improvements thereto or any interest therein) with an aggregate fair market value greater than or equal to $10,000,000 are acquired by a Loan Party after the Effective Closing Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower Parent will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Parent will cause such assets to be subjected to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of Parent and in each case, subject to the BorrowerAgreed Security Principles; provided that, with respect to real property and Equity Interests, such actions will be limited to those specified in paragraph (b) of this Section.
(e) At Notwithstanding anything to the contrary set forth herein, (i) no action shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement, (ii) control agreements and perfection by “control” (other than in respect of certificated - 131 - Collateral) shall not be required with respect to any time Collateral, (iii) there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters, (iv) no actions outside any Covered Jurisdictions (or France, solely with respect to the Borrower determines Equity Interests of Material Restricted Subsidiaries organized in France) shall be required in order to create any security interests in assets located or titled outside of the Covered Jurisdictions (or France, solely with respect to the Equity Interests of Material Restricted Subsidiaries organized in France) or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction (other than the Covered Jurisdictions and, with respect to U.S. trademark registrations or application filed under 15 U.S.C. Section 1141, WIPO) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than a Subsidiary Guarantor Covered Jurisdiction; provided, however, that no actions in any jurisdiction outside a Loan Party’s jurisdiction of organization shall be required in order to create or perfect any security interests in (x) the Equity Interests held by such Loan Party of any Person that is not a Material Restricted Subsidiary or (y) assets of such Loan Party with a fair market value less than $10,000,000 located outside such Person’s jurisdiction of organization; (v) except as specified in paragraph (b) above with respect to Mortgages, no filings in respect of any Lien shall be required in any jurisdiction that impose recording fees based on the aggregate principal amount of indebtedness secured or the value of the Collateral subject to such Liens and (vi) no actions in any jurisdiction outside the United States shall be required where the cost of obtaining or perfecting a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby (taking into account any documentation in any Covered Jurisdiction related thereto) as reasonably determined by the Administrative Agent in writing (in consultation with the Lead Borrower). Notwithstanding the foregoing, (i) any deliverables delivered pursuant to this Section 6.09 as of the Closing Date shall be subject to the last paragraph of Section 4.01, (ii) with respect to any real property acquired after the Closing Date, the Loan Parties shall have ninety (90) days after the delivery of a Perfection Certificate (or supplements to the exhibits thereto) disclosing the acquisition of the applicable real property (or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with respect thereto) to take the actions required by this Section, and (iii) with respect to any other property or assets acquired after the Closing Date or with respect to any New Loan Party, the Loan Parties shall have forty-five (45) days, or ninety (90) days in the case of the Equity Interests, property or assets of, or actions required to be taken by, any Foreign Subsidiary, after the delivery of a Subsidiary Guarantor under Perfection Certificate (or supplements to the definition of “Material Subsidiary”, including exhibits thereto) disclosing the acquisition thereof or reflecting that such Person has become a New Loan Party (or such later date as may be agreed upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer respect thereto) to take the actions required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestby this Section.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower Company or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material SubsidiarySubsidiary Guarantor”, the Borrower Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the earnings and material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary Guarantor to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions of thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal and joinder opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower Company will cause, and will cause each other Subsidiary qualifying as a Loan Party to cause, within the time periods set forth below with respect to real property, all of its owned personal property (whether real, personal, tangible, intangible, or mixed) to be subject at all times to first priority, priority and perfected (subject in each case to the qualifications specified in Section 3.16 with respect to priority and perfection) Liens in favor of the Administrative Collateral Agent for the benefit of the Holders of Secured Parties Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Company (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Company or any other Subsidiary qualifying as a Loan Party to be subject at all times to a first priority, priority and perfected (subject in each case to the qualifications specified in Section 3.16 with respect to priority and perfection) Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) Documents; provided that no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent such pledge is prohibited by applicable law or the Collateral Agent and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge would be unduly burdensome or not provide material Pledged Equity for the benefit of the Holders of Secured Obligations pursuant to legally binding, valid and enforceable Pledge Agreements, and (Aii) until June 30will, 2010 and will cause each other Subsidiary qualifying as a Loan Party to, deliver Mortgages and Mortgage Instruments with respect to real property owned by the Company or such Subsidiary to the extent, and within such time period as is, reasonably required by the Collateral Agent. Notwithstanding the foregoing, the Company agrees to use its best efforts to deliver such Mortgages and Mortgage Instruments as soon as practicable after December 12, 2008 but in no event later than February 5, 2009 or such later date as the Administrative Collateral Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower Company will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Collateral Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerCompany.
(d) If any assets real property or improvements thereto or any interests therein are acquired by a Loan Party after the Effective Date December 12, 2008 (other than assets already constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereofor any Mortgage), the Borrower Company will notify the Administrative Collateral Agent thereof, and, if requested by the Administrative Collateral Agent, the Borrower Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Collateral Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerCompany.
(ey) At any time The Credit Agreement is amended to delete the Borrower determines that a Subsidiary Guarantor existing Section 5.10 and to delete all references thereto.
(z) The Credit Agreement is not required amended to be a Subsidiary Guarantor under the definition of “Material Subsidiary”insert new Sections 5.10, including upon the addition of another Subsidiary 5.11 and 5.12 thereto as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.follows:
Appears in 1 contract
Sources: Credit Agreement (Photronics Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies asbecomes, or is designated by the Borrower or the Administrative Agent Company as, or qualifies independently as a Subsidiary Guarantor pursuant to the definition definitions of “Material Subsidiary” and “Subsidiary Guarantor”, the Borrower Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary Guarantor to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower Company will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixed; provided that (x) real property shall be limited to mining property and (y) such owned property shall exclude precious metal, any and all inventory or work-in-process that contains precious metal and any proceeds of the foregoing (collectively, “Precious Metal”)), to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Parties Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject in any case to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02Permitted Liens. Without limiting the generality of the foregoing, the Company (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Company or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably requestrequest and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real mining Property owned by the Company or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until December 15, 2007 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30December 15, 2010 2007 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Parties Obligations pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower Company will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerCompany.
(d) If any assets (including any real mining property or improvements thereto or any interest therein but excluding Precious Metal) are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower Company will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerCompany.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty sixty (3060) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Restricted Subsidiary or any Restricted Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Restricted Subsidiary which also qualifies as a Material Domestic Subsidiary (other than any Excluded Subsidiary) to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Restricted Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel. At any time, at its own election, the Borrower may cause any Restricted Subsidiary of Holdings or the Borrower not otherwise required to become a Subsidiary Guarantor pursuant to the terms of this Agreement to become a Subsidiary Guarantor by delivering to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Restricted Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, each of Holdings and the Borrower will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than (i) Excluded Assets or (ii) assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time Notwithstanding anything to the Borrower determines that a Subsidiary Guarantor is not contrary in the immediately foregoing clauses (a) through (d), (1) in no event shall notices be required to be a Subsidiary Guarantor sent to account debtors or other contractual third-parties except following the occurrence and during the continuance of an Event of Default, (2) in no event shall perfection of security interests be required in assets located in, or under the definition laws of, jurisdictions located outside of “Material Subsidiary”the United States and (3) springing account control agreements shall only be required, including upon if requested by the addition of another Subsidiary Administrative Agent, for material deposit and securities accounts, other than any Excluded Account.
(f) Within thirty (30) days following the Effective Date (or such later date as a Subsidiary Guarantorthe Administrative Agent agrees to in its sole discretion), the Borrower shall provide deliver to the Administrative Agent certificates of insurance listing the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the Borrower and the Subsidiary Guarantors, together with written notice thereof setting forth information long-form lender loss payable endorsements, as appropriate and (y) additional insured with respect to the liability insurance of the Borrower and the Subsidiary Guarantors, together with additional insured endorsements. Notwithstanding anything to the contrary herein or in reasonable detail describing why any Loan Documents, such Subsidiary is no longer certificates of insurance and endorsements shall not be required to be a Subsidiary Guarantor. Upon delivered until the Administrative Agent’s reasonable determination date that is thirty (30) days following the Effective Date (or such Subsidiary is no longer required to be a Subsidiary Guarantor, later date as the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant agrees to such documentation as the Borrower shall reasonably requestin its sole discretion).
Appears in 1 contract
Sources: Credit Agreement (CommerceHub, Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within but not later than thirty (30) days following the delivery of the certificate required to be delivered under Section 5.01(c) (or such later date as may be agreed upon by the Administrative Agent) after in respect of the fiscal quarter immediately following the date on which any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions consistent with those delivered on the Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding anything to the contrary set forth herein, no Subsidiary constituting an Excluded Subsidiary shall be required to be a Guarantor.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether tangible, intangible, or mixed) Collateral to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents Documents. Notwithstanding the foregoing, (i) no Loan Party shall be required to provide any mortgage, landlord waiver, collateral access agreement or such deed of trust with respect to any real property (including leasehold interests), (ii) no Loan Party shall be required to provide any pledge or security agreement that is governed by any law other pledge and security documents as than the Administrative Agent shall reasonably requestlaws of the State of New York, and (iiiii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, but subject to the limitations in this Section 5.09 and elsewhere in the Loan Documents, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, filings and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral DocumentsDocuments (including, for the avoidance of doubt, in connection with the disclosure of any additional assets constituting Collateral pursuant to any updates of the exhibits to the Security Agreement as required thereby), all at the expense of the Borrower.
(d) If any assets are acquired by a Notwithstanding anything to the contrary set forth herein, no Loan Party shall be required to grant a security interest to the Administrative Agent in any Collateral until the 90th day to occur after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the BorrowerDate.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty Within sixty (3060) days (or such later date as may be reasonably agreed upon by the Administrative Agent) after financial statements have been delivered pursuant to Section 5.01(a) or 5.01(b) and any Person Wholly Owned Subsidiary qualifies as, or is designated by the Borrower or the Administrative Agent as, as a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”” in accordance with the calculations in such financial statements, to the extent any such Subsidiary is not already a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such joinders to the Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate requisite organizational resolutions, other corporate organizational or constitutional documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counselcounsel (but, with respect to any such legal opinion, limited to the types of matters covered in the legal opinions delivered pursuant to Section 4.01). Notwithstanding anything to the contrary in any Loan Document, no Excluded Subsidiary shall be required to be a Subsidiary Guarantor.
(b) The Subject to the terms, limitations and exceptions set forth herein and in the applicable Collateral Documents, the Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting With respect to the generality pledge of any Equity Interest in any Subsidiary, the foregoing, Borrower (i) the Borrower will cause the Applicable Pledge Percentage (A) 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary that is a Domestic Subsidiary and (other than Excluded Restricted B) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Pledge Subsidiary Equity Interests) that is a Foreign Subsidiary that is a CFC or a FSHCO, in each case directly owned by the Borrower or any other Loan Party (other than any Excluded Assets) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents documents, subject in any case to Liens permitted by Section 6.02, as the Administrative Agent shall reasonably requestrequest and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Borrower or such Subsidiary Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any material assets are acquired by a any Loan Party after the Effective Date (other than (i) Excluded Assets or (ii) assets of the type constituting Collateral under the Security Agreement that become either becomes subject to the Lien under the Security Agreement upon acquisition thereofthereof or with respect to which no notice or further action would be required to create or perfect the Administrative Agent’s Lien in such assets), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and and, as applicable, cause the other Loan Parties any Subsidiary Guarantor to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower, subject, however, to the terms, limitations and exceptions set forth herein or in any Collateral Document.
(e) At Notwithstanding the foregoing provisions of this Section 5.09 or anything in this Agreement or any time other Loan Document to the contrary, (i) the foregoing provisions of this Section 5.09 shall not require the creation or perfection of pledges of or security interests in, or the obtaining of legal opinions or other deliverables with respect to, particular assets of the Loan Parties, or the provision of Guarantees by any Loan Party, if, and for so long as the Administrative Agent and the Borrower determines reasonably agree that the cost of creating or perfecting such pledges or security interests in such assets, or obtaining such legal opinions or other deliverables in respect of such assets, or providing such Guarantees (taking into account any adverse tax consequences to the Borrower and its Subsidiaries, including any potential incremental tax liability resulting or anticipated to result from the application of Section 956 of the Code (determined without regard to any tax attributes), regardless of the current or accumulated earning and profits (as defined within Section 312 of the Code) of a Subsidiary Guarantor is not FSHCO or any of its Subsidiaries), shall be excessive in view of the benefits to be obtained by the Lenders therefrom, (ii) Liens required to be a Subsidiary Guarantor under granted from time to time pursuant to this Agreement and the definition of “Material Subsidiary”other Loan Documents shall be subject to exceptions and limitations set forth herein (including the time periods set forth in Section 5.11) and in the Collateral Documents and, including upon to the addition of another Subsidiary extent appropriate in the applicable jurisdiction, as a Subsidiary Guarantor, the Borrower shall provide reasonably agreed between the Administrative Agent and the Borrower, (iii) in no event shall the Collateral include any Excluded Assets, (iv) perfection by control will not be required with written notice thereof setting forth information respect to assets requiring perfection through control agreements or other control arrangements, including deposit accounts, securities accounts and commodities accounts (other than control or possession of (x) Deposit Accounts to extent required by the Security Agreement (but in reasonable detail describing why any event excluding Excluded Accounts) and (y) pledged Equity Interests (to the extent certificated) or promissory notes and other instruments evidencing all such debt securities, in each case, that constitute Collateral), (v) no Loan Party shall be required to seek any landlord lien waiver, bailee letter, estoppel, warehouseman waiver or other collateral access or similar letter or agreement, and (vi) no Loan party will be required to, and the Administrative Agent will not be authorized to take any action, in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction to create or grant any security interests in assets located or titled outside of the U.S. or to perfect or make enforceable any security interests in any such assets (it being understood that there shall be no Collateral Documents governed under the laws of any non-U.S. jurisdiction and no non-U.S. intellectual property filings, searches or schedules) or conduct any foreign lien search.. The Administrative Agent may grant extensions of time (including after the expiration of any relevant period, which apply retroactively) for the creation and perfection of security interests in, or the obtaining of, any applicable legal opinions or other deliverables with respect to particular assets or the provision of any Guarantee by any Subsidiary is no longer (including, without limitation, extensions beyond the Effective Date, as required pursuant to this Section 5.09 or in connection with assets acquired, or Subsidiaries formed or acquired, after the Effective Date) where it determines that such action cannot be accomplished, or undue effort or expense would be required to accomplish such action, by the time or times at which it would otherwise be required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and accomplished by this Agreement or the Collateral Documents pursuant Documents, and each Lender hereby consents to any such documentation as the Borrower shall reasonably requestextension of time.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within but not later than thirty (30) days following the delivery of the certificate required to be delivered under Section 5.01(c) (or such later date as may be agreed upon by the Administrative Agent) after in respect of the fiscal quarter immediately following the date on which any Person becomes a Restricted Subsidiary (including pursuant to the designation of any Unrestricted Subsidiary as a Restricted Subsidiary) or any Restricted Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Restricted Domestic Subsidiary Guarantor pursuant to the definition of “Material Restricted Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Restricted Subsidiary which also qualifies as a Material Restricted Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Restricted Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions consistent with those delivered on the Effective Date and otherwise in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party . Notwithstanding anything to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as contrary set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of the foregoingherein, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded no Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign constituting an Excluded Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”” (in each case, other than any Excluded Subsidiary), the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal, tangible, intangible, or mixed, but excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with with, and to the extent required by, the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than the Excluded Restricted Subsidiary Equity InterestsAssets) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priorityperfected Lien, perfected Lien subject in any case to Liens permitted by Section 6.02, in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each applicable Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereofthereof in accordance with the terms of the Collateral Documents, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At Notwithstanding anything to the contrary herein or in any time other Loan Document, no Loan Party shall have any obligation to (i) other than with respect to any First Tier Foreign Subsidiary that is or is the Borrower determines that direct or indirect parent of a Specified Foreign Subsidiary, perfect any security interest or lien in any Equity Interests of a Person organized in any jurisdiction outside the United States included in the Collateral in any jurisdiction other than in the United States, (ii) perfect any security interest or lien in any intellectual property included in the Collateral in any jurisdiction other than in the United States, (iii) to obtain any landlord waivers, estoppels or collateral access letters, (iv) perfect a security interest in any letter of credit rights, other than the filing of a UCC financing statement or (v) pledge Equity Interests of any partnership, joint venture or non-wholly owned Subsidiary Guarantor is which are not required permitted to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pledged pursuant to the terms of such documentation as partnership’s, joint venture’s or non-wholly owned Subsidiary’s organizational, joint venture or equivalent documents (after giving effect to the Borrower shall reasonably requestapplicable anti-assignment provisions of the UCC or other applicable law).
Appears in 1 contract
Sources: Credit Agreement (Medivation, Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraph of this Section 6.09, after (30i) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, becomes a Restricted Subsidiary that is not an Excluded Subsidiary or (ii) any Excluded Subsidiary that is designated by the Borrower or the Administrative Agent asnot an Unrestricted Subsidiary ceases to be an Excluded Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition that is no longer an Excluded Subsidiary, including as a result of “Material Subsidiary”any Permitted Reorganization), the Borrower in each case, Parent shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person New Loan Party and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Guaranty Agreement in form and substance satisfactory to the Administrative Agent, guaranteeing the Finance Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence or, in the case of a Foreign Subsidiary Guaranty organized in a jurisdiction with respect to which no Collateral Documents have been delivered prior to such time, new Collateral Documents substantially comparable to the Collateral Documents for other Foreign Subsidiaries (and consistent with customary collateral documents in such jurisdiction but, for the Security Agreement (avoidance of doubt, with terms no more restrictive, when taken as a whole, than the other Collateral Documents applicable to Guarantors), in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which such Person agrees to be bound by Administrative Agent, securing payment of all the terms and provisions thereof, Finance Obligations of such Subsidiary Guaranty and under the Security Agreement Finance Documents to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower Parent will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Finance Parties to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens permitted by Section 6.02other than Permitted Liens. Without limiting the generality of the foregoing, Parent (i) the Borrower will cause the Applicable Pledge Percentage 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Parent or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien on a first priority basis, subject to Permitted Liens, in favor of the Administrative Agent to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement will, and will cause each other Loan Party to, deliver Mortgages with respect to each Mortgaged Property, together with Mortgage Instruments; provided that with respect to jurisdictions that impose mortgage recording taxes, the applicable Mortgage and Mortgage Instruments and any other Collateral Documents shall not secure indebtedness in respect an amount exceeding 105% of the Equity Interests fair market value of a Foreign Subsidiary shall be required hereunder (A) until June 30the applicable Mortgaged Property, 2010 or such later date as reasonably determined in good faith by the Loan Parties and reasonably acceptable to the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsAgent.
(c) Without limiting the foregoing, the Borrower Parent will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerParent.
(d) If any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Closing Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower Parent will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Parent will cause such assets to be subjected to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerParent; provided that, with respect to real property and Equity Interests, such actions will be limited to those specified in paragraph (b) of this Section.
(e) At Notwithstanding anything to the contrary set forth herein, (i) no action shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement, (ii) control agreements and perfection by “control” (other than in respect of certificated Collateral) shall not be required with respect to any time Collateral, (iii) there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters, (iv) no actions in any jurisdiction outside the Borrower determines United States or any jurisdiction of any Guarantor (the “Covered Jurisdictions”) shall be required in order to create any security interests in assets located or titled outside of the Covered Jurisdictions or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction (other than the Covered Jurisdictions) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than a Subsidiary Guarantor is not Covered Jurisdiction, except for stock pledge agreements with respect to Material Restricted Subsidiaries) and (v) except as specified in paragraph (b) above, no filings in respect of any Lien shall be required in any jurisdiction that impose recording fees based on the aggregate principal amount of indebtedness secured. Notwithstanding the foregoing, (i) any deliverables delivered pursuant to this Section 6.09 as of the Closing Date shall be subject to the last paragraph of Section 4.01, (ii) with respect to any real property acquired after the Closing Date, the Loan Parties shall have ninety (90) days after the acquisition of the applicable real property (or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with respect thereto) to take the actions required by this Section, and (iii) with respect to any other property or assets acquired after the Closing Date or with respect to any New Loan Party, the Loan Parties shall have forty-five (45) days, or seventy-five (75) days in the case of the Equity Interests, property or assets of, or actions required to be taken by, any Foreign Subsidiary, after the acquisition thereof or such Person becomes a Subsidiary Guarantor under the definition of “Material Subsidiary”, including New Loan Party (or such later date as may be agreed upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information respect thereto) to take the actions required by this Section; provided that, in reasonable detail describing why the case of any Equity Interests, property or assets of any Foreign Subsidiary acquired or any Foreign Subsidiary becoming a New Loan Party within ninety (90) days after the Closing Date, the Loan Parties shall have the longer of (A) ninety (90) days after the Closing Date and (B) seventy-five (75) days after such Subsidiary is no longer required acquisition or such Person becoming a New Loan Party to take any such actions (or, in each case such later date as may be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, agreed upon by the Administrative Agent shall, at in the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestexercise of its reasonable discretion with respect thereto).
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary (other than any CFC Holding Company or any Subsidiary of any CFC or CFC Holding Company) which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to the Administrative Agent and its counsel. For the avoidance of doubt, no CFC or CFC Holding Company (or any subsidiary of any CFC or CFC Holding Company) shall, by joinder or otherwise, become party to the Subsidiary Guaranty or the Security Agreement or otherwise be bound by the terms and provisions thereof.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal, tangible, intangible, or mixed, but excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with with, and to the extent required by, the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the The Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than the Excluded Restricted Subsidiary Equity InterestsAssets) directly owned by the Borrower or any other Loan Party to be subject at all times to a first prioritypriority perfected Lien, perfected Lien subject in any case to Liens permitted by Section 6.02 in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary (other than the Applicable Pledge Percentage of the Equity Interests of a Specified Foreign Subsidiary) shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting Subject to the foregoingrestriction in Section 5.09(a) and (b), the Borrower will, and will cause each applicable Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than the Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereofthereof in accordance with the terms of the Collateral Documents, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At Notwithstanding anything to the contrary herein or in any time the Borrower determines that a Subsidiary Guarantor is not required other Loan Document, no Loan Party shall have any obligation to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information (i) perfect any security interest or lien in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and any intellectual property included in the Collateral Documents pursuant in any jurisdiction other than in the United States or (ii) to such documentation as the Borrower shall reasonably requestobtain any landlord waivers, estoppels or collateral access letters.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As If any Person other than an Affected Subsidiary is or becomes a Material Domestic Subsidiary or a Material Foreign Subsidiary, then the Company shall, as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent), provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary (other than Affected Subsidiaries) which also qualifies as a Material Subsidiary to deliver to the Administrative Agent a Subsidiary Guaranty or joinder thereto (in the form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty or joinder to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing, no such guarantee by a Material Foreign Subsidiary shall be required hereunder until the date that is 30 days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto.
(b) During any Collateral Period, if any Person is or becomes a Material Domestic Subsidiary, then the Company shall, as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after or, if earlier, no later than the date on which such Subsidiary Guarantees any Person qualifies asother Material Indebtedness, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Domestic Subsidiary which also qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Domestic Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Belden Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As Each Domestic Subsidiary (that is not an Immaterial Subsidiary) created, acquired or held on any date subsequent to the Effective Date, shall as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person date, execute and shall cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent Agent, for the benefit of the Lenders, a joinder to the Subsidiary Guaranty Guaranty, the Pledge Agreement and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty along with any corporate governance and the Security Agreement to authorization documents, and an opinion of counsel as may be accompanied deemed necessary or advisable by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counselAgent.
(b) The Borrower Parent will cause, and will cause each other Loan Domestic Credit Party to cause, all of its owned personal property (whether personal, tangible, intangible, or mixed, but excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.025.09. Without limiting the generality of the foregoing, (i) the Borrower Parent will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Equity Interests constituting Excluded Restricted Subsidiary Equity InterestsAssets) directly owned by the Borrower Parent or any other Loan Domestic Credit Party to be subject at all times to a first prioritypriority (subject in any case to Liens permitted by Section 5.09), perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary that is governed under foreign law shall be required hereunder (A) until June 30the Foreign Pledge Perfection Trigger Date, 2010 or such later date as at which time the Administrative Agent may agree shall, and at all times thereafter, in the exercise discretion of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or the Required Lenders, have the right to perfect, at the Parent’s cost, payable upon request therefor (including, without limitation, any foreign counsel, or foreign notary, filing, registration or similar, fees, costs or expenses), its counsel security interest in such Pledged Securities in the respective foreign jurisdiction; provided that, the Administrative Agent and the Required Lenders, in their reasonable discretion and in consultation with the Parent, may waive the requirements of this subsection (b) with respect to the perfection of any such Pledged Securities in any foreign jurisdiction to the extent that it determines that the costs of perfecting its security interests in such pledge would not provide material credit support for Pledged Securities are excessive in relation to the benefit value of the Secured Parties pursuant security to legally valid, binding and enforceable pledge agreementsbe afforded thereby.
(c) Without limiting the foregoing, the Borrower Parent will, and will cause each Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerParent.
(d) If any assets are acquired by a Loan Domestic Credit Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Parent will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Parent will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Domestic Credit Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerParent.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (PTC Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower Company or the Administrative Agent as, a Material Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the earnings and material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such joinders to the Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal and joinder opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower Company will cause, and will cause each other Subsidiary qualifying as a Loan Party to cause, cause all of its owned personal property (whether personal, tangible, intangible, or mixed, but excluding real property) to be subject at all times to first priority, priority and perfected (subject in each case to the qualifications specified in Section 3.15 with respect to priority and perfection) Liens in favor of the Administrative Collateral Agent for the benefit of the Holders of Secured Parties Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments (including amendments, subject restatements, supplements or other modifications to exclusions for certain personal property as set forth in the Collateral Documents in effect prior to the Effective Date, in each case to the extent, and within such time period, as is reasonably requested by the Collateral Agent), subject in any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Company (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Company or any other Subsidiary qualifying as a Loan Party to be subject at all times to a first priority, priority and perfected (subject in each case to the qualifications specified in Section 3.15 with respect to priority and perfection) Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) Documents; provided that no such pledge agreement in respect of the Equity Interests of, or provision of Collateral by, a Foreign Subsidiary shall be required hereunder to the extent such pledge or Collateral would create a Deemed Dividend Problem, is prohibited by applicable law or the Collateral Agent and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge or Collateral would be unduly burdensome or not provide material Pledged Equity or Collateral for the benefit of the Holders of Secured Obligations pursuant to legally binding, valid and enforceable Pledge Agreements, and (Aii) will, and will cause each other Subsidiary qualifying as a Loan Party to, deliver amendments, restatements, supplements or other modifications to foreign law governed Pledge Agreements existing on the Effective Date, in each case to the extent, and within such time period as is, reasonably required by the Collateral Agent. Notwithstanding the foregoing, no new foreign law governed Pledge Agreements and no amendments, restatements, supplements or other modifications to foreign law governed Pledge Agreements existing on the Effective Date, in each case are required to be delivered hereunder until June 30, 2010 the date that is sixty (60) days after the Effective Date or such later date as the Administrative Collateral Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower Company will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Collateral Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerCompany.
(d) If any assets are acquired by a Loan Party after Effective as of the Effective Date, all of the parties hereto acknowledge and agree that each of the “Mortgages” entered into prior to the Effective Date pursuant to (and as defined in) the Existing Credit Agreement, shall be terminated and of no further force or effect (other than assets constituting Collateral under any provisions thereof which expressly survive such termination in accordance with the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition terms thereof), and the Borrower will notify Collateral Agent’s Liens under such Mortgages shall be released, in each case as of the Administrative Agent thereof, and, if requested by Effective Date. Each of the Administrative Agent, Lenders agree that the Borrower will cause Agents may execute and deliver all such assets to be subjected to a Lien securing the Secured Obligations documents and will take, and cause the other Loan Parties to take, take all such actions as shall may be reasonably necessary or reasonably requested by appropriate in order to more effectively confirm or carry out such release of the Administrative Agent Collateral Agent’s Liens under such Mortgages, and the Agents agree to grant so execute such documents, without recourse or warranty and perfect to take such Liens, including actions described in clause (c) of this Sectionactions, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the BorrowerCompany’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Photronics Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower Parent as a Material Subsidiary (or the Administrative Agent as, as a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”Guarantor), the Borrower Parent shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall (subject to the Agreed Security Principles, in the case of any Foreign Subsidiary (other than any Foreign Subsidiary organized under the laws of Canada or any province, territory or subdivision thereof)) cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder supplement to the Subsidiary Guaranty and the US Security Agreement and/or each other applicable Collateral Document (in each case in the form contemplated therebythereby and modified as required in order to comply with local laws in accordance with the Agreed Security Principles, if applicable) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such the Subsidiary Guaranty and Guaranty, the US Security Agreement and/or other applicable Collateral Document, as applicable, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower Subject to the Agreed Security Principles (where applicable) and Section 5.09(f), Parent will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent Collateral Trustee for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens other than Liens permitted by Section 6.02. Without limiting the generality of the foregoing, and subject to the Agreed Security Principles (where applicable) and Section 5.09(f), Parent (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Borrowers or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent Collateral Trustee to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement in will, and will cause each other Loan Party to, deliver Mortgages and Mortgage Instruments with respect of to real property (excluding Excluded Assets) owned by the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 Borrowers or such later date Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsAgent.
(c) Without limiting the foregoing, but subject to the Borrower Agreed Security Principles (except in the case of any Loan Party organized under the laws of the United States or Canada (or any States, provinces, territories or subdivisions thereof)) and Section 5.09(f), Parent will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent Collateral Trustee such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerBorrowers; provided that, in connection with any real property subject to this Section 5.09(c), the Borrowers will comply with the National Flood Insurance Reform Act of 1994 and related legislation and regulations.
(d) If Subject to the Agreed Security Principles (except in the case of any Loan Party organized under the laws of the United States or Canada (or any States, provinces, territories or subdivisions thereof) and Section 5.09(f), other than with respect to such Loan Parties as expressly provided in the final proviso to the definition of Agreed Security Principles), if any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower Parent will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Parent will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (cb) of this SectionSection 5.09, all at the expense of the BorrowerParent.
(e) At Concurrently with the designation of any time Subsidiary as a guarantor under any other Material Indebtedness of the Borrower determines that Borrowers after the Closing Date, the Borrowers shall cause each such Subsidiary to deliver to the Administrative Agent a duly executed copy of the Subsidiary Guarantor is not Guaranty (or supplement thereto) pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Subsidiary Guaranty in the case of a Foreign Subsidiary, modified as required in order to comply with local laws in accordance with the Agreed Security Principles (other than any Foreign Subsidiary organized under the laws of Canada (or any provinces or territories thereof)), and such Subsidiary Guaranty (or supplement thereto) shall be accompanied by appropriate officer’s certificates, resolutions, organizational documents and legal opinions of counsel as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(f) (i) Notwithstanding anything in this Agreement to the contrary, in no event shall any Mortgage be required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”executed and delivered with respect to any real property constituting Collateral, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide unless and until the Administrative Agent has so requested (and the conditions set forth in this Section 5.09(f) and in Section 5.09(c) have been met). The Administrative Agent shall not deliver such request with respect to any such real property located in the United States and its territories until (x) a date that is at least 45 Business Days after the Administrative Agent has delivered to the Lenders (A) written notice thereof setting forth information of its intention to request delivery and execution of the applicable Mortgage and (B) (1) a completed standard “life of loan” flood hazard determination form and such other documents as any Lender may reasonably request to complete its flood insurance due diligence with respect to the applicable real property; (2) if the improvements to the applicable real property are determined to have special flood hazards by the Federal Emergency Management Agency, a notification to the applicable Loan Party (“Loan Party Notice”) and (if applicable) notification to the applicable Loan Party that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community where such real property is located does not participate in reasonable detail describing why such Subsidiary the NFIP; (3) documentation evidencing the applicable Loan Party’s receipt of the Loan Party Notice; and (4) if the Loan Party Notice is no longer required to be given and, to the extent flood insurance is required by any applicable requirement of law or any Lender’s written regulatory or compliance procedures and flood insurance is available in the community in which such real property is located, evidence of a Subsidiary Guarantor. Upon flood insurance policy in compliance with the Administrative Agent’s reasonable determination Flood Insurance Laws (including without limitation, in an amount required under the Flood Insurance Laws) and (y) all Lenders shall have consented to the making of such request; provided that a Lender shall be deemed to have so consented unless such Subsidiary is no longer required Lender objects to be a Subsidiary Guarantor, the execution and delivery of such Mortgage in writing to the Administrative Agent shall, at no later than 45 Business Days after delivery of the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty documentation and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestwritten notice described in clauses (x)(A) and (B) above.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraph of this Section 6.09, after (30i) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies asbecomes a Restricted Subsidiary that is not an Excluded Subsidiary or an Excluded Tax Subsidiary, (ii) any Excluded Subsidiary (other than an Excluded Tax Subsidiary) that is not an Unrestricted Subsidiary or an Excluded Tax Subsidiary ceases to be an Excluded Subsidiary or (iii) an Excluded Tax Subsidiary that is designated by the Borrower not an Unrestricted Subsidiary or the Administrative Agent asan Excluded Subsidiary ceases to be an Excluded Tax Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition of “Material that is no longer an Excluded Subsidiary”), in each case, the Borrower shall promptly provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Subsidiary Guaranty Agreement in form and substance reasonably satisfactory to the Security Agreement Administrative Agent, guaranteeing the Loan Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence, in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which Administrative Agent, securing payment of all the Finance Obligations of such Person agrees to be bound by New Loan Party under the terms and provisions thereofFinance Documents, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Each Borrower will causewill, and will cause each other Loan Party to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and such other actions or deliveries of the type required by Section 4.01, as applicabledocuments), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(dc) If any assets are asset constituting Collateral is acquired by a Loan Party after the Effective Closing Date (other than Excluded Property and assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower Borrowers will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Borrowers will cause such assets Collateral to be subjected subject to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Sectionabove, all at the expense of the Borrower.Borrowers; provided that, with respect to Equity Interests, such actions will be limited to those specified in clause (b) above. Table of Contents
(ed) At Notwithstanding the foregoing, with respect to (x) any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”property (other than Excluded Property), including upon Mortgaged Property, owned on or acquired after the addition of another Subsidiary as a Subsidiary GuarantorClosing Date, the Borrower Loan Parties shall provide have one hundred twenty (120) days after the date hereof or date of acquisition thereof as applicable, or (y) any New Loan Party, the Loan Parties shall have ninety (90) days after the date such Person becomes a New Loan Party (or in each case, such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information respect thereto), in reasonable detail describing why such Subsidiary is no longer each case of the foregoing, to take the actions required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestby this Section.
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Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, Borrowers as a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall (subject to the Agreed Security Principles, in the case of any Foreign Subsidiary (other than any Foreign Subsidiary organized under the laws of Canada (or any province, territory or subdivision thereof)) cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder supplement to the Subsidiary Guaranty and the US Security Agreement and/or each other applicable Collateral Document (in each case in the form contemplated therebythereby and modified as required in order to comply with local laws in accordance with the Agreed Security Principles, if applicable) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such the Subsidiary Guaranty and Guaranty, the US Security Agreement and/or other applicable Collateral Document, as applicable, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower Subject to the Agreed Security Principles (where applicable), the Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens other than Liens permitted by Section 6.02. Without limiting the generality of the foregoing, and subject to the Agreed Security Principles (where applicable), the Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Borrowers or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement in will, and will cause each other Loan Party to, deliver Mortgages and Mortgage Instruments with respect of to real property (excluding Excluded Assets) owned by the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 Borrowers or such later date Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsAgent.
(c) Without limiting the foregoing, but subject to the Borrower Agreed Security Principles (except in the case of any Loan Party organized under the laws of the United States or Canada (or any States, provinces, territories or subdivisions thereof)), the Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerBorrowers; provided that, in connection with any real property subject to this Section 5.09(c), the Borrowers will comply with the National Flood Insurance Reform Act of 1994 and related legislation and regulations.
(d) If Subject to the Agreed Security Principles (except in the case of any Loan Party organized under the laws of the United States or Canada (or any States, provinces, territories or subdivisions thereof), other than with respect to such Loan Parties as expressly provided in the final proviso to the definition of Agreed Security Principles), if any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower Borrowers will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (cb) of this SectionSection 5.09, all at the expense of the BorrowerIrish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers.
(e) At Concurrently with the designation of any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantorguarantor under any other Material Indebtedness of the Borrowers after the Closing Date, the Borrower Borrowers shall provide cause each such Subsidiary to deliver to the Administrative Agent a duly executed copy of the Subsidiary Guaranty (or supplement thereto) pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Subsidiary Guaranty (in the case of a Foreign Subsidiary, modified as required in order to comply with local laws in accordance with the Agreed Security Principles (other than any Foreign Subsidiary organized under the laws of Canada (or any provinces, territories or subdivisions thereof)), and such Subsidiary Guaranty (or supplement thereto) shall be accompanied by appropriate officer’s certificates, resolutions, organizational documents and legal opinions of counsel as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(f) Within 90 days of the Closing Date (which may be extended in the Administrative Agent’s sole discretion), the Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers shall procure the execution and delivery of, and deliver to the Administrative Agent, Mortgages and Mortgage Instruments related thereto reasonably required by the Administrative Agent with written notice thereof setting forth information respect to real property (excluding Excluded Assets) owned by any Domestic Subsidiary that is a Loan Party or any Canadian Domiciled Loan Party.
(g) Notwithstanding anything to the contrary herein or in reasonable detail describing why such Subsidiary is any other Loan Document, no longer required Loan Party shall have any obligation to be a Subsidiary Guarantor. Upon (i) enter into control agreements with respect to any security interest or lien in any Deposit Account or Securities Account (in each case, as defined in the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and UCC) included in the Collateral Documents and (ii) perfect any security interest or lien in any intellectual property included in the Collateral in any jurisdiction other than in the United States or Canada, except with respect to (x) Material Intellectual Property (as defined in the Agreed Security Principles) issued or registered by, or applied-for in, Luxembourg or the Republic of Ireland and (y) Material Intellectual Property that is either (1) acquired in an acquisition after the Closing Date or (2) transferred to or otherwise disposed of in favor of a Foreign Loan Party from one or more Loan Parties that are Domestic Subsidiaries, Canadian Domiciled Loan Parties or Foreign Loan Parties that hold Material Intellectual Property pursuant to such documentation as the Borrower shall reasonably requestpreceding clauses (x) or (y)(1).
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Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal, tangible, intangible, or mixed, but excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with with, and to the extent required by, the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than the Excluded Restricted Subsidiary Equity InterestsAssets) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priorityperfected Lien, perfected Lien subject in any case to Liens permitted by Section 6.02, in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each applicable Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereofthereof in accordance with the terms of the Collateral Documents, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At Notwithstanding anything to the contrary herein or in any time other Loan Document, no Loan Party shall have any obligation to (i) other than with respect to any First Tier Foreign Subsidiary that is or is the Borrower determines that direct or indirect parent of a Specified Foreign Subsidiary, perfect any security interest or lien in any Equity Interests of a Person organized in any jurisdiction outside the United States included in the Collateral in any jurisdiction other than in the United States, (ii) perfect any security interest or lien in any intellectual property included in the Collateral in any jurisdiction other than in the United States, (iii) to obtain any landlord waivers, estoppels or collateral access letters, (iv) perfect a security interest in any letter of credit rights, other than the filing of a UCC financing statement or (v) pledge Equity Interests of any partnership, joint venture or non-wholly owned Subsidiary Guarantor is which are not required permitted to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pledged pursuant to the terms of such documentation as partnership’s, joint venture’s or non-wholly owned Subsidiary’s organizational, joint venture or equivalent documents (after giving effect to the Borrower shall reasonably requestapplicable anti-assignment provisions of the UCC or other applicable law).
Appears in 1 contract
Sources: Credit Agreement (Medivation, Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraph of this Section 6.09, after (30i) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies asbecomes a Restricted Subsidiary that is not an Excluded Subsidiary or an Excluded Tax Subsidiary, (ii) any Excluded Subsidiary (other than an Excluded Tax Subsidiary) that is not an Unrestricted Subsidiary or an Excluded Tax Subsidiary ceases to be an Excluded Subsidiary or (iii) an Excluded Tax Subsidiary that is designated by the Borrower not an Unrestricted Subsidiary or the Administrative Agent asan Excluded Subsidiary ceases to be an Excluded Tax Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition of “Material that is no longer an Excluded Subsidiary”), in each case, the Borrower shall promptly provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Subsidiary Guaranty Agreement in form and substance reasonably satisfactory to the Security Agreement Administrative Agent, guaranteeing the Loan Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence, in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which Administrative Agent, securing payment of all the Finance Obligations of such Person agrees to be bound by New Loan Party under the terms and provisions thereofFinance Documents, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Each Borrower will causewill, and will cause each other Loan Party to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and such other actions or deliveries of the type required by Section 4.01, as applicabledocuments), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(dc) If any assets are asset constituting Collateral is acquired by a Loan Party after the Effective Closing Date (other than Excluded Property and assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower Borrowers will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Borrowers will cause such assets Collateral to be subjected subject to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Sectionabove, all at the expense of the BorrowerBorrowers; provided that, with respect to Equity Interests, such actions will be limited to those specified in clause (b) above.
(d) Notwithstanding the foregoing, with respect to (x) any property (other than Excluded Property), owned on or acquired after the Closing Date, the Loan Parties shall have one hundred twenty (120) days after the date hereof or date of acquisition thereof as applicable, or (y) any New Loan Party, the Loan Parties shall have ninety (90) days after the date such Person becomes a New Loan Party (or in each case, such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with respect thereto), in each case of the foregoing, to take the actions required by this Section.
(e) At any time Notwithstanding the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantorforegoing, the Administrative Agent shallshall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Closing Date until (x) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor, at (ii) if such real property is located in a “special flood hazard area,” (A) a notification to the Borrower’s expenseapplicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance is not available and (B) evidence of receipt by the applicable Loan Party of such notice, release and (iii) if such Subsidiary notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of flood insurance, and (y) the Administrative Agent shall have received written confirmation from the Subsidiary Guaranty Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Collateral Documents pursuant Lenders (such written confirmation not to such documentation as the Borrower shall reasonably requestbe unreasonably conditioned, withheld or delayed).
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Domestic Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, as a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such the Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens other than Liens permitted by Section 6.026.02 (and provided further that such perfection with respect to intellectual property shall be limited to the United States). Without limiting the generality of the foregoing, the Borrower (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably requestrequest and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real property (excluding Excluded Assets) owned by the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until December 31, 2009 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30December 31, 2010 2009 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerBorrower (except that such perfection with respect to intellectual property shall be limited to the United States).
(d) If any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Endo Pharmaceuticals Holdings Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower Company or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition definitions of “Material Subsidiary” and “Subsidiary Guarantor”, the Borrower Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary Guarantor to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty or, in the case of a Foreign Subsidiary, such other guarantee agreements as may be requested by the Administrative Agent and (in the case of a Domestic Loan Party) the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such joinder to the Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of Notwithstanding the foregoing, (i) no such Subsidiary Guaranty from the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Company’s Taiwanese Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary which is the successor by merger to the Taiwanese Subsidiary) shall be required hereunder until the date which is sixty (A60) until June 30, 2010 days after the Effective Date (or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements).
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Hardinge Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Domestic Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, as a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and and, to the extent a Collateral Period is in effect, the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such the Subsidiary Guaranty and the Security Agreement Agreement, as applicable, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times during any Collateral Period (subject to first priority, clause (f) below) to perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens other than Liens permitted by Section 6.026.02 (and provided further that such perfection with respect to intellectual property shall be limited to the United States). Without limiting the generality of the foregoing, and subject to clause (f) below, the Borrower (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party (other than Excluded Assets) to be subject at all times during any Collateral Period to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments during any Collateral Period with respect to real property (excluding Excluded Assets) owned by the Borrower or such Subsidiary Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, during a Collateral Period, the Borrower will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.014.01 of the Existing Credit Agreement, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerBorrower (except that such perfection with respect to intellectual property shall be limited to the United States).
(d) If any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date during a Collateral Period (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At Concurrently with the designation of any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantorguarantor under any other Material Indebtedness of the Borrower after the Original Effective Date, the Borrower shall provide cause each such Subsidiary to deliver to the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why a duly executed copy of the Subsidiary Guaranty (or supplement thereto) pursuant to which such Subsidiary is no longer required agrees to be bound by the terms and provisions of the Subsidiary Guaranty, and such Subsidiary Guaranty (or supplement thereto) shall be accompanied by appropriate officer’s certificates, resolutions, organizational documents and legal opinions of counsel as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(f) Upon the occurrence of a Subsidiary Guarantor. Upon Collateral Release Date, and so long as no Default is then continuing and no Liens permitted by Section 6.02(t), (u) or (v) securing Indebtedness exist with respect to any Collateral (or such Liens are contemporaneously released with any release pursuant to this clause (f)), (i) upon written request of the Borrower to the Administrative Agent (which request shall include a duly completed certificate signed by a Responsible Officer of the Borrower certifying that a Collateral Release Date has occurred and the foregoing conditions set forth in this clause (f) have occurred or shall occur contemporaneously with such release) any Liens granted to the Administrative Agent on the Original Effective Date pursuant to the requirements of the foregoing clauses (a), (b), (c) and/or (d) of this Section 5.09 (such clauses, collectively, the “Collateral Requirements”) which remain in effect at such time shall be promptly released by the Administrative Agent (and the Administrative Agent agrees to execute and deliver any documents or instruments reasonably requested by the Borrower and in form and substance reasonably satisfactory to the Administrative Agent to evidence the release of all Collateral, all at the expense of the Borrower) and (ii) the Collateral Requirements shall be suspended and of no effect unless and until a subsequent Collateral Trigger Date occurs following the occurrence of a Collateral Release Date, at which time the Collateral Requirements shall again become fully effective and binding upon the Borrower and the other Loan Parties in all respects, and the Borrower hereby acknowledges and agrees that it will, and will cause each other Loan Party to, within thirty (30) days of such Collateral Trigger Date (or such later date as may be agreed upon by the Administrative Agent’s reasonable determination that such Subsidiary is no longer required ) and at the sole cost and expense of the Borrower, (x) re-grant the security interests in the Collateral pursuant to be a Subsidiary Guarantorcomparable Collateral Documents, all in accordance with the Collateral Requirements and (y) deliver to the Administrative Agent shallsuch corporate documentation, at the Borrower’s expenselegal opinions, release such Subsidiary from the Subsidiary Guaranty Mortgages, Mortgage Instruments and pledges, in each case in accordance with the Collateral Documents pursuant Requirements and in form and substance reasonably satisfactory to such documentation as the Borrower Administrative Agent and its counsel. Immediately upon the occurrence of a Collateral Release Date, each Lender party hereto shall reasonably requestbe deemed to have consented to the release of Liens and suspension of the Collateral Requirements in accordance with this Section 5.09.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days Prior to the Applicable Deadline (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Subsidiary Guarantor pursuant to or is designated by the definition of “Material Subsidiary”Borrower as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary Guarantor to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause. As used in this Section 5.09, and will cause each other Loan Party to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, “Applicable Deadline” means (i) in the Borrower will cause the Applicable Pledge Percentage case of the issued and outstanding Equity Interests a Subsidiary formed or acquired as a result of each Pledge Subsidiary an acquisition, thirty (other than Excluded Restricted Subsidiary Equity Interests30) directly owned by the Borrower days following formation or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, acquisition and (ii) no such pledge agreement in respect of all other cases, sixty (60) days following the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30date on which the Borrower files its annual tax returns; provided that, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) notwithstanding anything to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by contrary set forth in this Section 4.01, as applicable5.09(a), which may be required by law or which the Administrative Agent may, from time to timetime in its sole discretion, reasonably request to carry out require that the terms and conditions Borrower promptly deliver, within thirty (30) days of this Agreement and the other Loan Documents and to ensure perfection and priority receipt of the Liens created or intended to be created by the Collateral Documentssuch request, all at the expense necessary calculations demonstrating which of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions its Subsidiaries would qualify as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required pursuant to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a ” and “Subsidiary Guarantor” as of the date of such request, and, to the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why extent that any such Subsidiary is no longer required not then party to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to Security Agreement, the Applicable Deadline shall mean thirty (30) days (or such documentation later date as may be agreed upon by the Borrower shall reasonably requestAdministrative Agent) following the date of delivery of such calculations.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty Within sixty (3060) days (or such later date as may be agreed upon by the Administrative Agent) after (i) any Person (other than an existing Subsidiary) becomes a Wholly-Owned Domestic Subsidiary that qualifies as a Material Domestic Subsidiary or (ii) the end of a fiscal quarter during which any Wholly-Owned Domestic Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions to the extent requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counselAgent.
(b) The Each of Ultimate Parent and the Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property constituting Collateral (whether personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected (to the extent any such Lien may be perfected under the UCC) Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations Obligations, in accordance with each case, to the extent required by the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Loan Documents and subject to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) each of Ultimate Parent and the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of the Borrower and each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien (in each case, to the extent governed by the UCC and in any case subject to Liens permitted by Section 6.02) in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as Documents. Notwithstanding the Administrative Agent shall reasonably requestforegoing, and (ii) no such foreign law governed pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (Awithout limiting the last sentence in clause (c) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsbelow).
(c) Without limiting the foregoing, each of Ultimate Parent and the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If . Notwithstanding the foregoing or anything to the contrary in the Loan Documents, no actions in any assets are acquired jurisdiction outside the United States or required by a Loan Party after the Effective Date (other than assets constituting Collateral under laws of any jurisdiction outside the Security Agreement that become United States shall be required in order to create any security interests in any asset of Ultimate Parent or any Subsidiary physically located in any jurisdiction outside the United States or subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested a document of title governed by the Administrative Agent, laws of any jurisdiction outside the Borrower will cause United States or to perfect any security interests under such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrowerlaws.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Grindr Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower Company or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material SubsidiarySubsidiary Guarantor”, the Borrower Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the earnings and material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary Guarantor to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions of thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal and joinder opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower Company will cause, and will cause each other Subsidiary qualifying as a Loan Party to cause, within the time periods set forth below with respect to real property, all of its owned personal property (whether real, personal, tangible, intangible, or mixed) to be subject at all times to first priority, priority and perfected (subject in each case to the qualifications specified in Section 3.15 with respect to priority and perfection) Liens in favor of the Administrative Collateral Agent for the benefit of the Holders of Secured Parties Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments (including amendments, subject restatements, supplements or other modifications to exclusions for certain personal property as set forth in the Collateral Documents in effect prior to the Effective Date, in each case to the extent, and within such time period, as is reasonably requested by the Collateral Agent), subject in any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Company (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Company or any other Subsidiary qualifying as a Loan Party to be subject at all times to a first priority, priority and perfected (subject in each case to the qualifications specified in Section 3.15 with respect to priority and perfection) Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) Documents; provided that no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent such pledge is prohibited by applicable law or the Collateral Agent and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge would be unduly burdensome or not provide material Pledged Equity for the benefit of the Holders of Secured Obligations pursuant to legally binding, valid and enforceable Pledge Agreements, and (Aii) will, and will cause each other Subsidiary qualifying as a Loan Party to, deliver amendments, restatements, supplements or other modifications to the Mortgages, Mortgage Instruments and foreign law governed Pledge Agreements existing on the Effective Date to the extent, and within such time period as is, reasonably required by the Collateral Agent. Notwithstanding the foregoing, no amendments, restatements, supplements or other modifications to foreign law governed Pledge Agreements existing on the Effective Date are required to be delivered hereunder until June 30March 31, 2010 or such later date as the Administrative Collateral Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower Company will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Collateral Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerCompany.
(d) If any assets real property or improvements thereto or any interests therein are acquired by a Loan Party after the Effective Date (other than assets already constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereofor any Mortgage), the Borrower Company will notify the Administrative Collateral Agent thereof, and, if requested by the Administrative Collateral Agent, the Borrower Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Collateral Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerCompany.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Photronics Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, or is designated by the Borrower or the Administrative Agent as, becomes a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, ,” the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations to the extent required by, and in accordance with with, the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and each case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary or, in the case of Acterna France SAS, 14.52% of its Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations to the extent required by, and in accordance with with, the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (ii) no such pledge agreement in respect of the Equity Interests of a Material Foreign Subsidiary shall be required hereunder until the date that is sixty (A60) until June 30days following the later of (i) the Effective Date, 2010 (ii) the date of acquisition or formation of such Material Foreign Subsidiary, or (iii) such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) The Borrower will, or together with the Subsidiary Guarantors will, maintain at all times an aggregate amount of at least $200,000,000 in cash and Permitted Investments in accounts that are subject to tri-party control agreements with (and in form and substance reasonably satisfactory to) the Administrative Agent.
(d) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary Guarantor to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
; provided that it is understood and agreed that neither the Borrower nor any Subsidiary will be required to (di) If obtain bailee or landlord waivers in respect of any assets are acquired by a Loan Party after the Effective Date location where Inventory (other than assets constituting Collateral under as defined in the Security Agreement that become subject to Agreement) is stored or (ii) record with the Lien under United States Patent and Trademark Office (or any analogous domestic or foreign agency or office) any security interest in any Patent or Trademark (in each case, as defined in the Security Agreement upon acquisition thereofAgreement), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible Promptly (but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent)) after any Person qualifies asbecomes a Material Domestic Subsidiary (either by qualifying independently as such, or is being designated by the Borrower Company or the Administrative Agent as, as a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”), the Borrower Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person Material Domestic Subsidiary and shall cause each such Person which qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Material Domestic Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower Company will cause, and will cause each other Loan Party to cause, its owned personal property all of the Collateral (whether real, personal, tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Company (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Company or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably requestrequest and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to Specified Real Property owned by the Company or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) (a) subject to the immediately succeeding clause (b) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until October 31, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and (b) solely in respect of the Lancaster Property and the Brockton Property, to the extent owned by the Company or any Subsidiary, no such Mortgages and Mortgage Instruments are required to be delivered hereunder until January 30, 2011 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30October 31, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements. Notwithstanding the foregoing, in the event that the Company reorganizes its corporate structure such that ownership of a First Tier Foreign Subsidiary’s Equity Interests is transferred to another Foreign Subsidiary, then the Lien on the Equity Interests of the transferred Foreign Subsidiary shall be released and replaced with a Lien on the Applicable Pledge Percentage of the Equity Interests of the First Tier Foreign Subsidiary that succeeds to the direct or indirect ownership of the Equity Interests in such transferred Foreign Subsidiary.
(c) Without limiting the foregoing, the Borrower Company will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerCompany.
(d) If any assets are acquired by a real property or improvements thereto or any interest therein which results in any parcel of owned real property of any Loan Party to have a book value of $2,000,000 or greater after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof)Date, the Borrower Company will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Company will cause such assets to be subjected subject to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerCompany.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Zep Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As If any Person other than an Affected Subsidiary is or becomes a Material Domestic Subsidiary or a Material Foreign Subsidiary, then the Company shall, as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent), provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Subsidiary (other than Affected Subsidiaries) which also qualifies as a Material Subsidiary to deliver to the Administrative Agent a Subsidiary Guaranty or joinder thereto (in the form contemplated thereby) pursuant to which such Subsidiary agrees to guaranty all of the Secured Obligations, such Subsidiary Guaranty or joinder to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding the foregoing, except as provided in Section 5.09(b) or 5.09(d)(iii) or in Article X of this Agreement, no Foreign Subsidiary shall be required to guaranty the payment or performance of any Secured Obligations for so long as such Foreign Subsidiary is an Affected Subsidiary.
(b) At any time the guaranty by ▇▇▇▇▇▇ Canada described in this clause (b) below would not directly or indirectly cause ▇▇▇▇▇▇ Canada to become (or otherwise result in ▇▇▇▇▇▇ Canada becoming) an Affected Subsidiary, the Company shall, as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent in its sole discretion) of such time, provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of ▇▇▇▇▇▇ Canada and shall cause ▇▇▇▇▇▇ Canada to deliver to the Administrative Agent a Subsidiary Guaranty or joinder thereto (in the form contemplated thereby) pursuant to which ▇▇▇▇▇▇ Canada agrees to be bound by the terms and provisions thereof to the extent necessary to guaranty the Secured Obligations of the Canadian Borrower (excluding Obligations of the Canadian Borrower arising under Article X of this Agreement), such Subsidiary Guaranty or joinder to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent.
(c) During any Collateral Period, if any Person other than an Affected Subsidiary is or becomes a Material Domestic Subsidiary, then the Company shall, as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after or, if earlier, no later than the date on which such Subsidiary Guarantees any Person qualifies asother Material Indebtedness, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Domestic Subsidiary which also qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Domestic Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Belden Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible Promptly (but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent)) after any Person qualifies asbecomes a Material Domestic Subsidiary (either by qualifying independently as such, or is being designated by the Borrower Company or the Administrative Agent as, as a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”), the Borrower Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person Material Domestic Subsidiary and shall cause each such Person which qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Joinder Agreement (in each case in the form contemplated thereby) pursuant to which such Person Material Domestic Subsidiary agrees to be bound by the terms and provisions thereofhereof and at the other Loan Documents to which it shall have become a party, such Subsidiary Guaranty and the Security Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel. Notwithstanding anything to the contrary in the foregoing, in the event that a Subsidiary guaranties any Material Indebtedness, such Subsidiary shall become a Guarantor even if such Subsidiary is not otherwise required to become a Guarantor pursuant to this Section 7.09(a).
(b) The Borrower Company will cause, and will cause each other Loan Party to cause, its owned personal property all of the Collateral (whether real, personal, tangible, intangible, or mixed) to be subject at all times to valid, first priority, and, with respect to personal property, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties holders of the Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.028.02. Without limiting the generality of the foregoing, the Company (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Company or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably requestrequest and (ii) will, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to Specified Real Property owned by the Company or such Guarantor within 90 days (or such later date as the Administrative Agent may agree in its sole discretion) after the acquisition thereof. Notwithstanding the foregoing, (i) no such Mortgages and Mortgage Instruments with respect Specified Real Property owned as of the Closing Date are required to be delivered hereunder until that date that is 90 days after the Closing Date (or such later date as the Administrative Agent may agree in its sole discretion), (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary Zep Europe B.V. (the “Dutch Pledge Agreement”) shall be required hereunder until the date that is 60 days after the Closing Date (A) until June 30, 2010 or such later date as the Administrative Agent may agree in its sole discretion), (iii) no such pledge agreement in respect of the exercise Equity Interests of its reasonable discretion with respect thereto, Zep Holdings Singapore Pte. Ltd shall be required hereunder unless and until such Subsidiary (A) has tangible personal property in excess of $2,500,000 or (B) contributes more than $2,500,000 to Consolidated EBITDA for any period, (iv) no such pledge agreement shall be required to the extent the Administrative Agent determines in its sole discretion that the cost or other negative consequence to the Company and its counsel determines that such pledge would not provide material credit support for Subsidiaries of compliance with the benefit foregoing requirements is excessive in relation to the value of the Secured Parties pursuant collateral security to legally validbe afforded thereby and (v) in the event that the Company reorganizes its corporate structure such that ownership of a First-Tier Foreign Subsidiary’s Equity Interests is transferred to another Foreign Subsidiary, binding then the Lien on the Equity Interests of the transferred Foreign Subsidiary shall be released and enforceable pledge agreementsreplaced with a Lien on the Applicable Pledge Percentage of the Equity Interests of the First-Tier Foreign Subsidiary that succeeds to the direct or indirect ownership of the Equity Interests in such transferred Foreign Subsidiary.
(c) Without limiting the foregoing, the Borrower Company will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instrumentsinstruments (including without limitation landlord waivers and access letters, which shall be in form and substance reasonably acceptable to the Administrative Agent), and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.015.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and Documents, to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all and to correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof, in each case at the expense of the Borrower.
Company; provided that, notwithstanding anything to the contrary in the foregoing, (di) If the Company and its Subsidiaries shall not be required to obtain deposit account control agreements or securities account control agreements (except to the extent required to perfect the Administrative Agent’s security interest in Equity Interests of Subsidiaries required to be pledged pursuant to clauses (a) and (b) above) and (ii) the Loan Parties shall only be required to use their commercially reasonable efforts to provide to the Administrative Agent landlord waivers and access letters (which shall be in form and substance reasonably acceptable to the Administrative Agent) requested hereunder with respect to (A) any assets are acquired individual location leased by a Loan Party where personal property Collateral having a fair market value (in the aggregate) in excess of $10,000,000 is maintained, and (B) each location leased by the Company or its Subsidiaries where the Company’s primary corporate records are maintained, and no such landlord waiver or access letter with respect to ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, Atlanta GA 30336 is required to be delivered hereunder until that date that is 90 days after the Effective Closing Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify or such later date as the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described may agree in clause (c) of this Section, all at the expense of the Borrowerits sole discretion).
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Zep Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, Borrowers as a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall (subject to the Agreed Security Principles, in the case of any Foreign Subsidiary (other than any Foreign Subsidiary organized under the laws of Canada (or any province, territory or subdivision thereof)) cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder supplement to the Subsidiary Guaranty and the US Security Agreement and/or each other applicable Collateral Document (in each case in the form contemplated therebythereby and modified as required in order to comply with local laws in accordance with the Agreed Security Principles, if applicable) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such the Subsidiary Guaranty and Guaranty, the US Security Agreement and/or other applicable Collateral Document, as applicable, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower Subject to the Agreed Security Principles (where applicable), the Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens other than Liens permitted by Section 6.02. Without limiting the generality of the foregoing, and subject to the Agreed Security Principles (where applicable), the Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Borrowers or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement in will, and will cause each other Loan Party to, deliver Mortgages and Mortgage Instruments with respect of to real property (excluding Excluded Assets) owned by the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 Borrowers or such later date Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsAgent.
(c) Without limiting the foregoing, but subject to the Borrower Agreed Security Principles (except in the case of any Loan Party organized under the laws of the United States or Canada (or any States, provinces, territories or subdivisions thereof)), the Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerBorrowers; provided that, in connection with any real property subject to this Section 5.09(c), the Borrowers will comply with the National Flood Insurance Reform Act of 1994 and related legislation and regulations.
(d) If Subject to the Agreed Security Principles (except in the case of any Loan Party organized under the laws of the United States or Canada (or any States, provinces, territories or subdivisions thereof), other than with respect to such Loan Parties as expressly provided in the final proviso to the definition of Agreed Security Principles), if any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower BorrowersIrish Holdco will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (cb) of this SectionSection 5.09, all at the expense of the BorrowerIrish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers.
(e) At Concurrently with the designation of any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantorguarantor under any other Material Indebtedness of the Borrowers after the Closing Date, the Borrower Borrowers shall provide cause each such Subsidiary to deliver to the Administrative Agent a duly executed copy of the Subsidiary Guaranty (or supplement thereto) pursuant to which such Subsidiary agrees to be bound by the terms and provisions of the Subsidiary Guaranty (in the case of a Foreign Subsidiary, modified as required in order to comply with local laws in accordance with the Agreed Security Principles (other than any Foreign Subsidiary organized under the laws of Canada (or any provinces, territories or subdivisions thereof)), and such Subsidiary Guaranty (or supplement thereto) shall be accompanied by appropriate officer’s certificates, resolutions, organizational documents and legal opinions of counsel as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(f) Within 90 days of the Closing Date (which may be extended in the Administrative Agent’s sole discretion), the Irish Holdco, the Irish Sub Holdco, the Lux Holdco and the Borrowers shall procure the execution and delivery of, and deliver to the Administrative Agent, Mortgages and Mortgage Instruments related thereto reasonably required by the Administrative Agent with written notice thereof setting forth information respect to real property (excluding Excluded Assets) owned by any Domestic Subsidiary that is a Loan Party or any Canadian Domiciled Loan Party.
(g) Notwithstanding anything to the contrary herein or in reasonable detail describing why such Subsidiary is any other Loan Document, no longer required Loan Party shall have any obligation to be a Subsidiary Guarantor. Upon (i) enter into control agreements with respect to any security interest or lien in any Deposit Account or Securities Account (in each case, as defined in the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and UCC) included in the Collateral Documents and (ii) perfect any security interest or lien in any intellectual property included in the Collateral in any jurisdiction other than in the United States or Canada, except with respect to (x) Material Intellectual Property (as defined in the Agreed Security Principles) issued or registered by, or applied-for in, Luxembourg or the Republic of Ireland and (y) Material Intellectual Property that is either (1) acquired in an acquisition after the Closing Date or (2) transferred to or otherwise disposed of in favor of a Foreign Loan Party from one or more Loan Parties that are Domestic Subsidiaries, Canadian Domiciled Loan Parties or Foreign Loan Parties that hold Material Intellectual Property pursuant to such documentation as the Borrower shall reasonably requestpreceding clauses (x) or (y)(1).
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition definitions of “Material Domestic Subsidiary” and “Subsidiary Guarantor”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary Guarantor to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and and, if reasonably requested, legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Parties Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Borrower will (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably requestrequest and (ii) will, and will cause each Subsidiary Guarantor to, deliver Mortgages and Mortgage Instruments with respect to real Property owned by the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until December 26, 2007 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30December 26, 2010 2007 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Holders of Secured Parties Obligations pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Priceline Com Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Material Domestic Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition definitions of “Material Domestic Subsidiary” and “Subsidiary Guarantor”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth forth, if requested by the Administrative Agent, information in reasonable detail describing the material assets of such Person Person, and shall cause each such Person Material Domestic Subsidiary which also qualifies as a Material Subsidiary Guarantor to deliver to the Administrative Agent a joinder to each of the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Material Domestic Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal, tangible, intangible, or mixed), other than any real property (unless required pursuant to paragraph (c) of this Section), to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Holders of Secured Parties Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Borrower will (subject to the terms and conditions of the Security Agreement, including the definition of “Excluded Collateral” set forth therein) (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably requestrequest (including, without limitation, applicable local law pledge agreements), subject in each case to Liens permitted by Section 6.02, and (ii) no if required pursuant to paragraph (c) of this Section, will, and will cause each Subsidiary Guarantor to, promptly deliver Mortgages and Mortgage Instruments with respect to real property owned by the Borrower or such pledge agreement in respect of Guarantor to the Equity Interests of a Foreign Subsidiary shall be extent, and within such time period as is, reasonably required hereunder by the Administrative Agent. The Borrower will deliver, or will cause ENSCO 667 Limited to deliver, within thirty (A30) until June 30, 2010 days (or such later date as may be agreed upon by the Administrative Agent) after the Effective Date, (i) a favorable written opinion (addressed to the Administrative Agent and the Lenders) of a law firm reasonably acceptable to the Administrative Agent, addressing the Administrative Agent’s Lien on the Applicable Pledge Percentage of the issued and outstanding Equity Interests of ENSCO 667 Limited, in form and substance reasonably acceptable to the Administrative Agent, and (ii) a local law pledge agreement and such other security documents as the Administrative Agent may agree reasonably request to cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of ENSCO 667 Limited to be subject to a first priority, perfected Lien in favor of the exercise Administrative Agent to secure the Secured Obligations, all in form and substance reasonably acceptable to the Administrative Agent.
(c) At any time prior to the Maturity Date, upon notice from the Administrative Agent to the Borrower, the Borrower shall cause, and shall cause each other Loan Party to cause, all of its reasonable discretion real property that has not previously been provided as Collateral (all with respect theretosuch exceptions as to materiality, cost and (B) material credit support, in each case, to the extent determined in the reasonable discretion of the Administrative Agent Agent) to be subject at all times to first priority, perfected Liens in favor of or its counsel determines that such pledge would not provide material credit support for the benefit of the Administrative Agent, for the benefit of the Holders of Secured Parties pursuant Obligations, subject in each case to legally validLiens permitted by Section 6.02, binding and enforceable pledge agreementsall within thirty (30) days (or such later date as may be agreed to by the Administrative Agent in its sole discretion) following the Borrower’s receipt of the Administrative Agent’s notice.
(cd) Without limiting the foregoing, the Borrower will, and will cause each Material Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(de) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if reasonably requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (cd) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Innerworkings Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary (other than any CFC Holding Company or any Subsidiary of any CFC or CFC Holding Company) which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to the Administrative Agent and its counsel. For the avoidance of doubt, except as provided in Section 5.09(f) below, no CFC or CFC Holding Company (or any subsidiary of any CFC or CFC Holding Company) shall, by joinder or otherwise, become party to the Subsidiary Guaranty or the Security Agreement or otherwise be bound by the terms and provisions thereof.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal, tangible, intangible, or mixed, but excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with with, and to the extent required by, the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements6.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As Each Domestic Subsidiary (that is not an Immaterial Subsidiary or an Excluded Domestic Subsidiary) created, acquired or held on any date subsequent to the Effective Date, shall as promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person date, execute and shall cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent Agent, for the benefit of the Lenders, a joinder to the Subsidiary Guaranty (or, in the case of the initial Domestic Subsidiary to become party to the Subsidiary Guaranty pursuant to the terms hereof, a Subsidiary Guaranty in substantially the form attached hereto as Exhibit K), the Pledge Agreement and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty along with any corporate governance and the Security Agreement to authorization documents, and an opinion of counsel as may be accompanied deemed necessary or advisable by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counselAgent.
(b) The Borrower Parent will cause, and will cause each other Loan Domestic Credit Party to cause, all of its owned personal property (whether personal, tangible, intangible, or mixed, but excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.025.09. Without limiting the generality of the foregoing, (i) the Borrower Parent will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Equity Interests constituting Excluded Restricted Subsidiary Equity InterestsAssets) directly owned by the Borrower Parent or any other Loan Domestic Credit Party to be subject at all times to a first prioritypriority (subject in any case to Liens permitted by Section 5.09), perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary that is governed under foreign law shall be required hereunder (A) until June 30the Foreign Pledge Perfection Trigger Date, 2010 or such later date as at which time the Administrative Agent may agree shall, and at all times thereafter, in the exercise discretion of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or the Required Lenders, have the right to perfect, at the Parent’s cost, payable upon request therefor (including, without limitation, any foreign counsel, or foreign notary, filing, registration or similar, fees, costs or expenses), its counsel security interest in such Pledged Securities in the respective foreign jurisdiction; provided that, the Administrative Agent and the Required Lenders, in their reasonable discretion and in consultation with the Parent, may waive the requirements of this subsection (b) with respect to the perfection of any such Pledged Securities in any foreign jurisdiction to the extent that it determines that the costs of perfecting its security interests in such pledge would not provide material credit support for Pledged Securities are excessive in relation to the benefit value of the Secured Parties pursuant security to legally valid, binding and enforceable pledge agreementsbe afforded thereby.
(c) Without limiting the foregoing, the Borrower Parent will, and will cause each Domestic Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, statements and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerParent.
(d) If any assets are acquired by a Loan Domestic Credit Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower Parent will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Parent will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Domestic Credit Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerParent.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (PTC Inc.)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty-five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower Company or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material SubsidiarySubsidiary Guarantor”, the Borrower Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the earnings and material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Subsidiary Guarantor to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions of thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal and joinder opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(b) The Borrower Company will cause, and will cause each other Subsidiary qualifying as a Loan Party to cause, within the time periods set forth below with respect to real property, all of its owned personal property (whether real, personal, tangible, intangible, or mixed) to be subject at all times to first priority, priority and perfected (subject in each case to the qualifications specified in Section 3.15 with respect to priority and perfection) Liens in favor of the Administrative Collateral Agent for the benefit of the Holders of Secured Parties Obligations to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments (including amendments, subject restatements, supplements or other modifications to exclusions for certain personal property as set forth in the Collateral Documents in effect prior to the Effective Date, in each case to the extent, and within such time period, as is reasonably requested by the Collateral Agent), subject in any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Company (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Company or any other Subsidiary qualifying as a Loan Party to be subject at all times to a first priority, priority and perfected (subject in each case to the qualifications specified in Section 3.15 with respect to priority and perfection) Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) Documents; provided that no such pledge agreement in respect of the Equity Interests of, or provision of Collateral by, a Foreign Subsidiary shall be required hereunder to the extent such pledge or Collateral would create a Deemed Dividend Problem, is prohibited by applicable law or the Collateral Agent and its counsel reasonably determine that, in light of the cost and expense associated therewith, such pledge or Collateral would be unduly burdensome or not provide material Pledged Equity or Collateral for the benefit of the Holders of Secured Obligations pursuant to legally binding, valid and enforceable Pledge Agreements, and (Aii) will, and will cause each other Subsidiary qualifying as a Loan Party to, deliver amendments, restatements, supplements or other modifications to the Mortgages, Mortgage Instruments and foreign law governed Pledge Agreements existing on the Effective Date, in each case to the extent, and within such time period as is, reasonably required by the Collateral Agent. Notwithstanding the foregoing, no new foreign law governed Pledge Agreements, Mortgages and Mortgage Instruments, and no amendments, restatements, supplements or other modifications to Mortgages, Mortgage Instruments and foreign law governed Pledge Agreements existing on the Effective Date, in each case are required to be delivered hereunder until June 30, 2010 the date that is sixty (60) days after the Effective Date or such later date as the Administrative Collateral Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower Company will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, Mortgage Instruments, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Collateral Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerCompany.
(d) If any assets real property or improvements thereto or any interests therein are acquired by a Loan Party after the Effective Date (other than assets already constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereofor any Mortgage), the Borrower Company will notify the Administrative Collateral Agent thereof, and, if requested by the Administrative Collateral Agent, the Borrower Company will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Collateral Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the BorrowerCompany.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Sources: Credit Agreement (Photronics Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraph of this Section 6.09, after (30i) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, becomes a Restricted Subsidiary that is not an Excluded Subsidiary or (ii) any Excluded Subsidiary that is designated by the Borrower or the Administrative Agent asnot an Unrestricted Subsidiary ceases to be an Excluded Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition that is no longer an Excluded Subsidiary, including as a result of “Material Subsidiary”any Permitted Reorganization), the Borrower in each case, Parent shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person New Loan Party and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Guaranty Agreement in form and substance satisfactory to the Administrative Agent, guaranteeing the Finance Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence or, in the case of a Foreign Subsidiary Guaranty organized in a jurisdiction with respect to which no Collateral Documents have been delivered prior to such time, new Collateral Documents substantially comparable to the Collateral Documents for other Foreign Subsidiaries (and consistent with customary collateral documents in such jurisdiction but, for the Security Agreement (avoidance of doubt, with terms no more restrictive, when taken as a whole, than the other Collateral Documents applicable to Guarantors and without additional commercial obligations, representations, undertakings or indemnities materially broader than those contained in the Loan Documents entered into on the Closing Date unless required for the creation, perfection or effective enforcement of security), in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which such Person agrees to be bound by Administrative Agent, securing payment of all the terms and provisions thereof, Finance Obligations of such Subsidiary Guaranty and under the Security Agreement Finance Documents to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel; provided, however, that any such foreign guarantees and foreign security will be limited or not required as, and to the extent, set forth in the Agreed Security Principles.
(b) The Borrower Subject to Section 6.09(e) and the Agreed Security Principles, Parent will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Finance Parties to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens permitted by Section 6.02other than Permitted Liens. Without limiting the generality of the foregoing, but subject to Section 6.09(e) and the Agreed Security Principles, Parent (i) the Borrower will cause the Applicable Pledge Percentage 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Parent or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority, perfected Lien on a first priority basis, subject to Permitted Liens, in favor of the Administrative Agent to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement will, and will cause each other Loan Party to, deliver Mortgages with respect to each Mortgaged Property, together with Mortgage Instruments; provided that with respect to jurisdictions that impose mortgage recording taxes, the applicable Mortgage and Mortgage Instruments and any other Collateral Documents shall not secure indebtedness in respect an amount exceeding 105% of the Equity Interests fair market value of a Foreign Subsidiary shall be required hereunder (A) until June 30the applicable Mortgaged Property, 2010 or such later date as reasonably determined in good faith by the Loan Parties and reasonably acceptable to the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsAgent.
(c) Without limiting the foregoing, but in any event subject to the Borrower Agreed Security Principles, Parent will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the BorrowerParent.
(d) If any assets (including any real property or improvements thereto or any interest therein) with an aggregate fair market value greater than or equal to $10,000,000 are acquired by a Loan Party after the Effective Closing Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower Parent will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Parent will cause such assets to be subjected to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of Parent and in each case, subject to the BorrowerAgreed Security Principles; provided that, with respect to real property and Equity Interests, such actions will be limited to those specified in paragraph (b) of this Section.
(e) At Notwithstanding anything to the contrary set forth herein, (i) no action shall be required to perfect a security interest in letter of credit rights, other than the filing of a UCC financing statement, (ii) control agreements and perfection by “control” (other than in respect of certificated Collateral) shall not be required with respect to any time Collateral, (iii) there shall be no requirement to obtain any landlord waivers, estoppels or collateral access letters, (iv) no actions outside any Covered Jurisdictions (or France, solely with respect to the Borrower determines Equity Interests of Material Restricted Subsidiaries organized in France) shall be required in order to create any security interests in assets located or titled outside of the Covered Jurisdictions (or France, solely with respect to the Equity Interests of Material Restricted Subsidiaries organized in France) or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction (other than the Covered Jurisdictions and, with respect to U.S. trademark registrations or application filed under 15 U.S.C. Section 1141, WIPO) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction other than a Subsidiary Guarantor Covered Jurisdiction; provided, however, that no actions in any jurisdiction outside a Loan Party’s jurisdiction of organization shall be required in order to create or perfect any security interests in (x) the Equity Interests held by such Loan Party of any Person that is not a Material Restricted Subsidiary or (y) assets of such Loan Party with a fair market value less than $10,000,000 located outside such Person’s jurisdiction of organization; (v) except as specified in paragraph (b) above with respect to Mortgages, no filings in respect of any Lien shall be required in any jurisdiction that impose recording fees based on the aggregate principal amount of indebtedness secured or the value of the Collateral subject to such Liens and (vi) no actions in any jurisdiction outside the United States shall be required where the cost of obtaining or perfecting a security interest in such assets exceeds the practical benefit to the Lenders afforded thereby (taking into account any documentation in any Covered Jurisdiction related thereto) as reasonably determined by the Administrative Agent in writing (in consultation with the Lead Borrower). Notwithstanding the foregoing, (i) any deliverables delivered pursuant to this Section 6.09 as of the Closing Date shall be subject to the last paragraph of Section 4.01, (ii) with respect to any real property acquired after the Closing Date, the Loan Parties shall have ninety (90) days after the delivery of a Perfection Certificate (or supplements to the exhibits thereto) disclosing the acquisition of the applicable real property (or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with respect thereto) to take the actions required by this Section, and (iii) with respect to any other property or assets acquired after the Closing Date or with respect to any New Loan Party, the Loan Parties shall have forty-five (45) days, or ninety (90) days in the case of the Equity Interests, property or assets of, or actions required to be taken by, any Foreign Subsidiary, after the delivery of a Subsidiary Guarantor under Perfection Certificate (or supplements to the definition of “Material Subsidiary”, including exhibits thereto) disclosing the acquisition thereof or reflecting that such Person has become a New Loan Party (or such later date as may be agreed upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer respect thereto) to take the actions required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestby this Section.
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Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but (a) Within the time periods specified in any event within thirty (30Section 5.09(f) days (or such later date as may be agreed upon by the Administrative Agent) below after any Person qualifies becomes a Restricted Subsidiary that is not an Excluded Subsidiary or any Excluded Subsidiary that is not an Unrestricted Subsidiary ceases to be an Excluded Subsidiary (including by qualifying independently as, or is being designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor Material Subsidiary, which in the case of a qualification shall be the date on which financial statements have been delivered pursuant to the definition of Section 5.01 that demonstrate such qualification) (a “Material SubsidiaryNew Loan Party”), Irish Holdco and the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall (subject to the Agreed Security Principles, in the case of any Foreign Subsidiary) cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent a joinder Joinder Agreement and a supplement to this Agreement and, in the Subsidiary Guaranty and case of a Domestic Subsidiary, the U.S. Security Agreement and each other applicable Collateral Document (in each case in the form contemplated therebythereby and modified as required in order to comply with local laws in accordance with the Agreed Security Principles, if applicable) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereofof this Agreement, such Subsidiary Guaranty and the U.S. Security Agreement (if applicable) and other applicable Collateral Document, to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(bi) The Borrower Subject to the Agreed Security Principles (where applicable) and Section 5.09(f), Irish Holdco will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents no other Liens other than Permitted Liens and to Liens permitted by Section 6.02. Without (ii) without limiting the generality of the foregoing, and subject to the Agreed Security Principles (iwhere applicable) the Borrower and Section 5.09(f), Irish Holdco (A) will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower Irish Holdco or any other Loan Party (other than Excluded Equity Interests) to be subject at all times to a first priority, perfected Lien in favor of the Administrative Collateral Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, request and (B) will, and will cause each other Loan Party to, deliver Mortgages and Mortgage Instruments with respect to real property (excluding Excluded Assets) owned by Irish Holdco or such Loan Party to the extent extent, and within such time period as is, reasonably required by the Administrative Agent or its counsel determines Agent; provided that such pledge would with respect to jurisdictions that impose mortgage recording taxes, the applicable Mortgages and Mortgage Instruments and any other Collateral Documents shall not provide material credit support for the benefit secure indebtedness in an amount exceeding 105% of the Secured fair market value of the applicable mortgaged property, as reasonably determined in good faith by the Loan Parties pursuant and reasonably acceptable to legally valid, binding and enforceable pledge agreementsthe Administrative Agent.
(c) Without limiting the foregoing, but subject to the Borrower Agreed Security Principles and Section 5.09(f), Irish Holdco will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Collateral Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of Irish Holdco; provided that, in connection with any real property subject to this Section 5.09(c), Irish Holdco will comply with the BorrowerNational Flood Insurance Reform Act of 1994 and related legislation and regulations to the extent applicable.
(d) If Subject to the Agreed Security Principles and Section 5.09(f), if any assets (including any real property or improvements thereto or any interest therein) are acquired by a Loan Party after the Effective Date (other than Excluded Assets and assets constituting Collateral under the Security Agreement that become subject to the Lien under in favor of the Security Agreement Administrative Agent upon acquisition thereof), the Borrower Irish Holdco will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Irish Holdco will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (cb) of this SectionSection 5.09, all at the expense of the BorrowerIrish Holdco.
(e) At Except with respect to a Subsidiary that is an Excluded Subsidiary, concurrently with the designation of any time Subsidiary as a guarantor under any other Material Indebtedness of Irish Holdco after the Borrower determines that Closing Date, Irish Holdco shall cause each such Subsidiary (i) to execute a Joinder Agreement substantially in the form of Exhibit D (each a “Joinder Agreement”) to become a Subsidiary Guarantor is not (in the case of a Foreign Subsidiary, modified as required in order to comply with local laws in accordance with the Agreed Security Principles) and such joinder shall be accompanied by appropriate officers’ certificates, resolutions, Organizational Documents and legal opinions of counsel, as the Administrative Agent may reasonably request, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel.
(f) Notwithstanding anything to the contrary herein or in any other Loan Document, (i) any deliverables delivered pursuant to this Section 5.09 as of the Closing Date shall be subject to the penultimate paragraph of Section 4.01, (ii) with respect to any real property acquired after the Closing Date, the Loan Parties shall have ninety (90) days after the acquisition of the applicable real property (or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with respect thereto) to take the actions required by this Section 5.09, (iii) with respect to any other property or assets acquired after the Closing Date or with respect to any New Loan Party, the Loan Parties shall have forty-five (45) days, or ninety (90) days in the case of the Equity Interests, property or assets of, or actions required to be taken by, any Foreign Subsidiary, after the acquisition thereof or such Person becomes a Subsidiary Guarantor under the definition of “Material Subsidiary”, including New Loan Party (or such later date as may be agreed upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information respect thereto) to take the actions required by this Section; provided that, in reasonable detail describing why the case of any Equity Interests, property or assets of any Foreign Subsidiary acquired or any Foreign Subsidiary becoming a New Loan Party within ninety (90) days after the Closing Date, the Loan Parties shall have the longer of (A) ninety (90) days after the Closing Date and (B) ninety (90) days after such Subsidiary is no longer required acquisition or such Person becoming a New Loan Party to take any such actions (or, in each case such later date as may be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, agreed upon by the Administrative Agent shallin the exercise of its reasonable discretion with respect thereto), at and (iv) no Loan Party shall have any obligation to (A) enter into control agreements with respect to any security interest or lien in any Deposit Account or Securities Account (in each case, as defined in the Borrower’s expenseUCC) included in the Collateral, release such Subsidiary from the Subsidiary Guaranty and (B) perfect any security interest or lien in any intellectual property included in the Collateral Documents in any jurisdiction other than in the United States, except with respect to Foreign Intellectual Property issued or registered by, or applied-for in, a Covered Jurisdiction, (C) to obtain any landlord waivers, estoppels or collateral access letters, (D) perfect a security interest in any letter of credit rights, other than the filing of a UCC financing statement or (E) pledge Equity Interests of any partnership, joint venture or non-wholly owned Subsidiary which are not permitted to be pledged pursuant to the terms of such documentation as partnership’s, joint venture’s or non-wholly owned Subsidiary’s organizational, joint venture or equivalent documents (after giving effect to the Borrower shall reasonably requestapplicable anti-assignment provisions of the UCC or other applicable law).
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Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person becomes a Subsidiary or any Subsidiary qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions to the extent requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Holdings and the Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixedmixed but excluding Excluded Property) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, the Borrower (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) will, and will cause each Guarantor to, deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Borrower or such Guarantor to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 the date that is sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary Guarantor to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If assets (including any assets real property or improvements thereto or any interest therein but only to the extent such real property constitutes Material Real Property and in any event excluding Excluded Property) are acquired by a Loan Party after the Effective Date and that shall have an aggregate acquisition cost in excess of $10,000,000 (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
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Sources: Credit Agreement (American Medical Systems Holdings Inc)
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty (30) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, becomes a Subsidiary (other than an Excluded Subsidiary) or is designated by the Borrower or the Administrative Agent as, a Subsidiary Guarantor pursuant to the definition of “Material no longer an Excluded Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets and, subject to Gaming Laws and receipt of such Person and applicable Gaming Approvals, shall cause each such Person which qualifies as a Material Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Collateral Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary the Guaranty and the Security Collateral Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent and its counsel, as may reasonably be requested by the Administrative Agent.
(b) The Subject to Gaming Laws, receipt of applicable Gaming Approvals and the other limitations set forth in the Collateral Documents (including the limitations on granting liens on Excluded Property as set forth therein), the Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether real, personal, tangible, intangible, or mixed) to be subject at all times to first prioritypriority (subject to Permitted Prior Liens), perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, but subject to Gaming Laws, receipt of applicable Gaming Approvals and the other limitations set forth in the Collateral Documents (including the limitations on granting liens on Excluded Property as set forth therein), the Borrower (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first prioritypriority (subject to Permitted Prior Liens), perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement in respect of will, and will cause each other Loan Party to, within 60 days after the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 acquisition thereof or such later date longer period as the Administrative Agent may agree approve in the exercise of its reasonable discretion discretion, deliver Mortgages and Mortgage Instruments with respect thereto, and (B) to real property owned by the Borrower or such other Loan Party to the extent reasonably required by the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreementsAgent.
(c) Without limiting the foregoing, but subject to Gaming Laws, receipt of applicable Gaming Approvals and the other limitations set forth in the Collateral Documents, the Borrower will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages, deeds of trust and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after Without limiting the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof)foregoing, the Borrower will notify the Administrative Agent thereofwill, and, if requested by the Administrative Agent, the Borrower and will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the each other Loan Parties to takeParty to, promptly take all such actions as shall be necessary or reasonably requested by the Administrative Agent to grant address, correct and perfect such Liensremediate any material matters identified in any Phase I or Phase II environmental site assessments or other environmental reports delivered with respect to any owned or leased real property of the Borrower or any Subsidiary that is a Mortgaged Property or is intended to become a Mortgaged Property, including without limitation those described on Schedule 5.15 hereto. If the Borrower fails to promptly take, or cause the other Loan Parties to promptly take, any such actions described reasonably requested by the Administrative Agent in clause (c) of this Sectionthe foregoing sentence, all then the Administrative Agent, or its designee, may, but shall not be obligated to, take any such actions at the sole cost and expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
Appears in 1 contract
Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but in any event within thirty forty five (3045) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies independently as, or is designated by the Borrower or the Administrative Agent as, a Material Domestic Subsidiary Guarantor pursuant to the definition of “Material Domestic Subsidiary”, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person Subsidiary (other than any CFC Holding Company or any Subsidiary of any CFC or CFC Holding Company) which also qualifies as a Material Domestic Subsidiary to deliver to the Administrative Agent a joinder to the Subsidiary Guaranty and the Security Agreement (in each case in the form contemplated thereby) pursuant to which such Person Subsidiary agrees to be bound by the terms and provisions thereof, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to the Administrative Agent and its counsel. For the avoidance of doubt, no CFC or CFC Holding Company (or any subsidiary of any CFC or CFC Holding Company) shall, by joinder or otherwise, become party to the Subsidiary Guaranty or the Security Agreement or otherwise be bound by the terms and provisions thereof.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether personal, tangible, intangible, or mixed, but excluding the Excluded Assets) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with with, and to the extent required by, the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements6.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are acquired by a Loan Party after the Effective Date (other than assets constituting Collateral under the Security Agreement that become subject to the Lien under the Security Agreement upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets to be subjected to a Lien securing the Secured Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Section, all at the expense of the Borrower.
(e) At any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably request.
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Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraphclause (30d) days of this Section 6.09, after (or such later date as may be agreed upon by the Administrative Agenti) after any Person qualifies asbecomes a Restricted Subsidiary that is not an Excluded Subsidiary or an Excluded Tax Subsidiary, (ii) any Excluded Subsidiary (other than an Excluded Tax Subsidiary) that is not an Unrestricted Subsidiary or an Excluded Tax Subsidiary ceases to be an Excluded Subsidiary or (iii) an Excluded Tax Subsidiary that is designated by the Borrower not an Unrestricted Subsidiary or the Administrative Agent asan Excluded Subsidiary ceases to be an Excluded Tax Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition of “Material that is no longer an Excluded Subsidiary”), in each case, the Borrower shall promptly provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of such Person and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Subsidiary Guaranty Agreement in form and substance reasonably satisfactory to the Security Agreement Administrative Agent, guaranteeing the Loan Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence, in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which Administrative Agent, securing payment of all the Finance Obligations of such Person agrees to be bound by New Loan Party under the terms and provisions thereofFinance Documents, such Subsidiary Guaranty and the Security Agreement to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Each Borrower will causewill, and will cause each other Loan Party to cause, its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Agent for the benefit of the Secured Parties to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents, subject to exclusions for certain personal property as set forth in the Collateral Documents and to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, (i) the Borrower will cause the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, and (ii) no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder (A) until June 30, 2010 or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and such other actions or deliveries of the type required by Section 4.01, as applicabledocuments), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(dc) If any assets are asset constituting Collateral is acquired by a Loan Party after the Effective Closing Date (other than Excluded Property and assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower Borrowers will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower Borrowers will cause such assets Collateral to be subjected subject to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Sectionabove, all at the expense of the BorrowerBorrowers; provided that, with respect to Equity Interests, such actions will be limited to those specified in clause (b) above.
(d) Notwithstanding the foregoing, with respect to (x) any property (other than Excluded Property), owned on or acquired after the Closing Date, the Loan Parties shall have one hundred twenty (120) days after the date hereof or date of acquisition thereof as applicable, or (y) any New Loan Party, the Loan Parties shall have ninety (90) days after the date such Person becomes a New Loan Party (or in each case, such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with respect thereto), in each case of the foregoing, to take the actions required by this Section.
(e) At any time Notwithstanding the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”, including upon the addition of another Subsidiary as a Subsidiary Guarantor, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantorforegoing, the Administrative Agent shallshall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Closing Date until (x) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor, at (ii) if such real property is located in a “special flood hazard area,” (A) a notification to the Borrower’s expenseapplicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance is not available and (B) evidence of receipt by the applicable Loan Party of such notice, release and (iii) if such Subsidiary notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of flood insurance, and (y) the Administrative Agent shall have received written confirmation from the Subsidiary Guaranty Lenders that flood insurance due diligence and flood insurance compliance has been completed by the Collateral Documents pursuant Lenders (such written confirmation not to such documentation as the Borrower shall reasonably requestbe unreasonably conditioned, withheld or delayed).
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Subsidiary Guarantors; Pledges; Additional Collateral; Further Assurances. (a) As promptly as possible but Within the time periods specified in any event within thirty the last paragraph of this Section 6.09, after (30i) days (or such later date as may be agreed upon by the Administrative Agent) after any Person qualifies as, becomes a Restricted Subsidiary that is not an Excluded Subsidiary or (ii) any Excluded Subsidiary that is designated by the Borrower or the Administrative Agent asnot an Unrestricted Subsidiary ceases to be an Excluded Subsidiary (each, a “New Loan Party”) (including, in each case, for the avoidance of doubt, a Restricted Subsidiary Guarantor pursuant to the definition of “Material that is no longer an Excluded Subsidiary”), in each case, the Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets personal property of such Person New Loan Party and shall cause each such Person which qualifies as a Material Subsidiary New Loan Party to deliver to the Administrative Agent (x) a guaranty or a joinder to the Subsidiary Guaranty Agreement in form and substance satisfactory to the Security Agreement Administrative Agent, guaranteeing the Finance Parties’ obligations under the Finance Documents and (y) a joinder to all applicable Collateral Documents then in existence, in each case as specified by, and in form and substance reasonably satisfactory to, the form contemplated thereby) pursuant to which such Person agrees to be bound by Administrative Agent, securing payment of all the terms and provisions thereof, Finance Obligations of such Subsidiary Guaranty and under the Security Agreement Finance Documents to be accompanied by appropriate corporate resolutions, other corporate documentation and customary legal opinions as may be reasonably requested by, and in form and substance reasonably satisfactory to to, the Administrative Agent and its counsel.
(b) The Borrower will cause, and will cause each other Loan Party to cause, all of its owned personal property (whether tangible, intangible, or mixed) to be subject at all times to first priority, perfected Liens in favor of the Administrative Collateral Agent for the benefit of the Secured Finance Parties to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral DocumentsDocuments on a first priority basis, subject to exclusions for certain personal property as set forth in the Collateral Documents and to no other Liens permitted by Section 6.02other than Permitted Liens. Without limiting the generality of the foregoing, the Borrower (i) the Borrower will cause the Applicable Pledge Percentage 100% of the issued and outstanding Equity Interests of each Pledge Subsidiary (other than Excluded Restricted Subsidiary Equity Interests) directly owned by the Borrower or any other Loan Party to be subject at all times to a first priority, perfected Lien on a first priority basis, subject to Permitted Liens, in favor of the Administrative Agent to secure the Secured Finance Obligations in accordance with the terms and conditions of the Collateral Documents or such other pledge and security documents as the Administrative Agent shall reasonably request, request and (ii) no such pledge agreement in respect of will, and will cause each other Loan Party to, within forty-five (45) days after the Equity Interests of a Foreign Subsidiary shall be required hereunder date on which the Revolving Outstandings exceed $25,000,000 (A) until June 30, 2010 or such later date as may be agreed upon by the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto), and (B) deliver Mortgages with respect to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valideach Mortgaged Property, binding and enforceable pledge agreementstogether with Mortgage Instruments.
(c) Without limiting the foregoing, the Borrower will, and will cause each Subsidiary other Loan Party to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and such other actions or deliveries of the type required by Section 4.01, as applicable), which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrower.
(d) If any assets are asset constituting Collateral is acquired by a Loan Party after the Effective Closing Date (other than assets constituting Collateral under the Security Agreement Collateral Documents that become subject to the Lien under in favor of the Security Agreement Collateral Agent upon acquisition thereof), the Borrower will notify the Administrative Agent thereof, and, if requested by the Administrative Agent, the Borrower will cause such assets Collateral to be subjected subject to a Lien securing the Secured Finance Obligations and will take, and cause the other Loan Parties to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in clause (c) of this Sectionabove, all at the expense of the Borrower.
; provided that, with respect to Equity Interests, such actions will be limited to those specified in clause (eb) At above. Notwithstanding the foregoing, with respect to any time the Borrower determines that a Subsidiary Guarantor is not required to be a Subsidiary Guarantor under the definition of “Material Subsidiary”property, including upon Mortgaged Property, acquired after the addition of another Subsidiary as a Subsidiary GuarantorClosing Date or with respect to any New Loan Party, the Borrower Loan Parties shall provide have ninety (90) days after the acquisition thereof or such Person becomes a New Loan Party (or such later date as may be agreed upon by the Administrative Agent in the exercise of its reasonable discretion with written notice thereof setting forth information in reasonable detail describing why such Subsidiary is no longer respect thereto) to take the actions required to be a Subsidiary Guarantor. Upon the Administrative Agent’s reasonable determination that such Subsidiary is no longer required to be a Subsidiary Guarantor, the Administrative Agent shall, at the Borrower’s expense, release such Subsidiary from the Subsidiary Guaranty and the Collateral Documents pursuant to such documentation as the Borrower shall reasonably requestby this Section.
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