Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments. (c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 7 contracts
Sources: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)
Additional Collateral, etc. (a) With respect to any property constituting Collateral described in the Guarantee and Collateral Agreement acquired after the Closing Restatement Effective Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property under the laws of the United States and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including filing documents in the United States Patent and Trademark Office and United States Copyright Office and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative AgentAgent subject to the terms of the Guarantee and Collateral Agreement; provided that the Loan Parties shall not be required to take any such action with respect to any Intellectual Property acquired after the Restatement Effective Date until the list describing such Intellectual Property is required to be furnished to the Administrative Agent and each Lender pursuant to Section 6.2(b).
(b) With respect to any new Domestic Subsidiary (other than a Foreign Subsidiary, an Excluded Subsidiary, an Excluded Person, a Securitization Entity or any Subsidiary of a Foreign Subsidiary, Excluded Subsidiary or Securitization Entity) created or acquired after the Closing Restatement Effective Date by any Loan Party (whichParty, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases subject to be an Excluded SubsidiarySection 6.10(b), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement under the laws of the United States with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Restatement Effective Date by any Loan PartyParty (other than by any Foreign Subsidiary, an Excluded Subsidiary, an Excluded Person or a Securitization Entity), subject to Section 6.10(b), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in a portion of the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding , and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Restatement Effective Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(h) or 7.3(o)), promptly (i) no Capital Stock execute and deliver a first priority Mortgage, in favor of any Subsidiary which is Excluded Property shall be required to be pledged as Collateralthe Administrative Agent, for the benefit of the Lenders, covering such real property and (ii) no Loan Party will in the case of any fee owned real property with a value of $5,000,000 or more, if reasonably requested by the Administrative Agent (x) provide the Lenders with title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be required reasonably specified by the Administrative Agent) and (y) deliver to take any action the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in any non-U.S. jurisdiction form and substance, and from counsel, reasonably satisfactory to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 5 contracts
Sources: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Incremental Facilities Agreement (Avis Budget Group, Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (xA) any property described in paragraph (b) or (c) below, (yB) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), (C) so long as the ABL Obligations Payment Date has not occurred, any ABL Priority Collateral as to which the ABL Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby, (D) any property (or, so long as the ABL Obligations Payment Date has not occurred, any property other than ABL Priority Collateral) as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby, (E) any property that is Excluded Property (as defined in the Guarantee and Collateral Agreement) and (zF) Excluded Propertyany real property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in any such propertyproperty (with the priority required by the Intercreditor Agreements), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bc), shall include (1) any existing Subsidiary that becomes a Domestic Subsidiary that is not an Excluded Subsidiary and (2) any existing Domestic Subsidiary that ceases to be an Excluded Subsidiary), promptly within 30 days after the creation or acquisition of such new Domestic Subsidiary (and, in any event, within sixty (60) days, provided that or such time period may be extended in the reasonable discretion of later date as the Administrative AgentAgent shall agree to in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powersendorsements, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Party and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected security interest with the priority required by the Intercreditor Agreements in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments.
(c) With respect to any new CFC Holding Company or Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan PartyParty (which, promptly for the purposes of this paragraph (and, in c) shall include any eventexisting Subsidiary that becomes a CFC Holding Company or a Foreign Subsidiary), within sixty 60 days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (60) days, provided that or such time period may be extended in the reasonable discretion of later date as the Administrative AgentAgent shall agree to in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new CFC Holding Company or Foreign Subsidiary be required to be so pledged), ) and (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable Agent deems necessary or reasonably advisable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 4 contracts
Sources: Term Loan Credit Agreement (Upbound Group, Inc.), Term Loan Credit Agreement (Upbound Group, Inc.), Term Loan Credit Agreement (Rent a Center Inc De)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), 7.3(g) and (z) any property that constitutes Excluded PropertyProperty (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected LienLien and which is intended to constitute Collateral pursuant to the Security Documents, promptly (and, and in any event, event within sixty five (605) days, provided that such time period may be extended in the reasonable discretion Business Days of notice thereof from the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any Material Real Property acquired after the Closing Date by any Loan Party or owned by a Person that becomes a Loan Party pursuant to this Section 6.10 after the Closing Date (other than (i) any such Material Real Property subject to a Lien expressly permitted by Section 7.3(g) and (ii) any Material Real Property as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Parent Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby), within ninety (90) days after the acquisition thereof or the date such Person becomes a Loan Party, as applicable, (or such later date as the Administrative Agent shall agree to in its sole discretion) execute and deliver to the Administrative Agent the following, each in form and substance reasonably acceptable to the Administrative Agent: (i) a duly executed and acknowledged Mortgage, (ii) a mortgagee title insurance policy insuring the first priority Lien of the Mortgage in an amount no greater than 100% of the fair market value of such Material Real Property as reasonably determined by Parent Borrower acting in good faith, free and clear of all Liens other than Permitted Liens, together with such customary endorsements as reasonably requested by the Administrative Agent, (iii) (A) a new American Land Title Association or American Congress of Surveying and Mapping form survey with respect to such Material Real Property in form reasonably acceptable to the Administrative Agent or (B) an existing survey together with a no change affidavit sufficient for the title insurance company to remove the standard survey exception and issue any applicable survey related endorsements, (iv) customary legal opinions with respect to each Mortgage and (v) a “life-of-loan standard flood hazard determination”, and if such Material Real Property is located in a special flood area, a policy of flood insurance that (1) covers each such parcel and the building(s) located thereon, (2) is in compliance with the coverage required with respect to the particular type of property under the Flood Insurance Laws and otherwise acceptable to the Administrative Agent, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (4) if such property is located in a special flood hazard area, confirmation that the Parent Borrower has received the notice required pursuant to the Flood Insurance Laws.
(c) With respect to (x) any new Domestic Subsidiary (other than any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, (y) any existing Domestic Subsidiary (other than an Excluded Subsidiary) that becomes a Domestic Subsidiary that is not a CFC Holding Company or a Subsidiary of a Foreign Subsidiary or a CFC Holding Company and (z) any existing Domestic Subsidiary that ceases to be an Excluded Subsidiary, within forty-five (45) days (or such later date as the Administrative Agent shall agree to in its sole discretion) after the creation or acquisition of such new Domestic Subsidiary or the date such existing Domestic Subsidiary becomes a Domestic Subsidiary that is not a CFC Holding Company or a Subsidiary of a Foreign Subsidiary or a CFC Holding Company or ceases to be an Excluded Subsidiary, as applicable, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Domestic Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated endorsements, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Domestic Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), d) shall include any existing Subsidiary that ceases to be an Excluded becomes a CFC Holding Company or a Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that days after the creation or acquisition of such time period may be extended in the reasonable discretion of new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative AgentAgent shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such CFC Holding Company or Foreign Subsidiary be required to be so pledged) and (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as the Administrative Agent deems necessary or reasonably advisable to perfect the Administrative Agent’s security interest therein; provided, that such Loan Party shall be required to provide a local law pledge agreement with respect to such Capital Stock (and local law opinions relating to such local law pledge agreement, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent) as reasonably requested by the Administrative Agent.
(e) Notwithstanding anything to the contrary set forth in this Agreement, each Subsidiary Borrower and any other applicable Loan Party shall, on the date such Domestic Subsidiary becomes a Subsidiary Borrower under this Agreement, (A) execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents) as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyBorrower, (iiB) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Company or such other Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Partycase may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (iC) no Capital Stock of any execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents and guarantee documents) as the Administrative Agent deems necessary or advisable for such Subsidiary which is Excluded Property shall be required Borrower to be pledged as Collateral, become a party to each applicable Security Document and guarantee document and (iiD) no Loan Party will be required take all actions necessary or advisable to take any action in any non-U.S. jurisdiction grant to create any the Administrative Agent, for the benefit of the Lenders, a perfected security interest in assets located such property having the highest priority then available, including the filing of Uniform Commercial Code financing statements (or titled outside of the U.S. or to perfect any security interests equivalent documents under local law) in such assetsjurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent.
Appears in 4 contracts
Sources: Credit Agreement (Ultra Clean Holdings, Inc.), Credit Agreement (Ultra Clean Holdings, Inc.), Credit Agreement (Ultra Clean Holdings, Inc.)
Additional Collateral, etc. (a) With respect to any property Domestic Subsidiary created or acquired after the Closing Date directly or indirectly by any the Borrower that directly or indirectly owns the Capital Stock of a Mortgage Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected LienParty, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments and supplements to the Guaranty and Security Agreement or such other documents and additional Collateral Documents as the Administrative Agent reasonably deems reasonably necessary or advisable in order to grant cause any such Domestic Subsidiary (other than an Excluded Subsidiary) to become a Subsidiary Guarantor pursuant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Guaranty and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative AgentAgreement.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date directly or indirectly by any Loan Party (whichthe Borrower that is or becomes, for the purposes of this paragraph (b), shall include any existing Subsidiary or that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary directly or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in indirectly owns the Capital Stock of such new Subsidiary that is owned by any Loan Partyof, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Mortgage Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments and supplements to the Guaranty and Security Agreement and additional Collateral Documents as the Administrative Agent reasonably deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned directly by the Borrower or any such Subsidiary Guarantor and in all of the Capital Stock in any Mortgage Loan Party (provided that or in no event shall more than 65% of the total outstanding voting Capital Stock any direct or indirect parent of any Mortgage Loan Party owned by such new Subsidiary be required to be so pledged)(in each case, other than Excluded Property) and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest thereinapplicable pledgor. Notwithstanding the aboveforegoing, (i) no Subsidiary that is an Excluded Subsidiary shall be required to become a Subsidiary Guarantor or pledge any of its assets as Collateral, (ii) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, Collateral and (iiiii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 4 contracts
Sources: Credit Agreement (CorePoint Lodging Inc.), Credit Agreement (CorePoint Lodging Inc.), Credit Agreement (CorePoint Lodging Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (v) real property, (w) Excluded Collateral, (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), 7.3(e) and (z) Excluded Propertyas otherwise set forth in the Security Documents) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within thirty (and, in any event, within sixty 30) days of the acquisition thereof (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable requests to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable requested by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement in such property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (together with improvements thereof and any related mineral rights owned by any Loan Party intended to be accessed through such real property) of at least $10,000,000 (as determined at the time of acquisition) acquired after the Closing Date by any Loan Party (other than (x) Excluded Collateral, (y) any such real property subject to a Lien expressly permitted by Section 7.3(e) and (z) as otherwise set forth in the Security Documents), deliver, or cause to be delivered, within forty-five (45) days after the acquisition of such real property (or such longer period as the Administrative Agent, in its sole discretion, shall agree to), to the extent the same would be required under Section 5.1(l) if such real property were owned by a Loan Party on the Closing Date, (i) a fully executed Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property (with a maximum value not to exceed the cost of acquisition (excluding the value of any such mineral rights) in any jurisdiction in which a mortgage recording tax is payable), subject to Liens as permitted pursuant to Section 7.3, (ii) provide the Administrative Agent with title and extended coverage insurance covering such real property in an Excluded Subsidiaryamount not in excess of the existing Revolving Commitments at the time of acquisition, subject to the same general provisions as contained in Section 5.1(l)(iii), as well as a current survey thereof together with a surveyor’s certificate (if applicable) in form and substance reasonably satisfactory to the Administrative Agent, subject to the same general provisions of
Section 5.1 (l)(ii); provided, however, that the survey requirements of this Section 6.9(b) may be satisfied by a customary “no change” affidavit with respect to any pre-existing or newly commissioned survey obtained in connection with such acquisition (if acceptable for survey coverage), and (iii) if requested by the Administrative Agent, legal opinions relating only to the validity and enforceability (but not the priority) of the Lien of such Mortgage, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, if the fee interest in such real property shall be acquired without a title policy and/or survey which would otherwise meet the foregoing requirements of this Section 6.9(b), then the title policy and/or survey requirements of this Section 6.9(b) shall be limited to that portion of such fee interest which comprises the most valuable real property as used in or material to the business currently conducted thereon at the time of the delivery in question, as reasonably determined by the Administrative Agent; provided however that with respect to the remainder of the fee interest in such property, the title company shall certify only that the mortgagor is the owner of record based on recorded deeds with respect to such real property, subject to all matters of record, all title defects, and all standard exclusions and exceptions; provided however that, other than property otherwise excluded in this Section 6.9, no more than $25,000,000 in value as determined at the time of the relevant acquisition (together with improvements thereof and any related mineral rights owned by any Loan Party intended to be accessed through such real property) of real property shall be excluded as Collateral under this clause (b).
(c) With respect to any new Restricted Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bc), shall include any existing Restricted Subsidiary that ceases to be an Excluded Subsidiary), promptly within thirty (and, in any event, within sixty 30) days of such creation or acquisition (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) unless such Restricted Subsidiary is a Foreign Subsidiary, execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Capital Stock of such new Restricted Subsidiary that is owned by any Loan Party, (ii) unless such Restricted Subsidiary is a Foreign Subsidiary, deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) unless such Restricted Subsidiary is an Excluded Subsidiary, cause such new Restricted Subsidiary (A) to become a party to the Subsidiary Guarantee and Security (1) this Agreement as a Subsidiary Guarantor “Borrower” and a Pledgor, respectively(2) the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new Restricted Subsidiary that is a Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly Group Member (and, in other than by any eventGroup Member that is an Excluded Subsidiary), within sixty thirty (6030) days, provided that days of such time creation or acquisition (or such longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Capital Stock of such new Subsidiary that is directly owned by any such Loan Party (Party, provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Party and take such other action as may be necessary or, in the opinion of (iii) if requested by the Administrative Agent, desirable deliver to perfect the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent’s security interest therein. .
(e) Notwithstanding anything contained in any Loan Document to the abovecontrary, (i) no Capital Stock of any Subsidiary which is Excluded Property Group Member shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. United States (or any political subdivision thereof) or to perfect any security interests in such assets, (ii) no Group Member shall be required to enter into any security agreement governed by the laws of any jurisdiction other than the United States (or any political subdivision thereof) and (iii) no Group Member shall be required to enter into any account control agreements with respect to deposit or securities accounts or take any other steps to perfect any security interest in such accounts or cash or cash equivalents.
Appears in 4 contracts
Sources: Credit Agreement, Credit Agreement (SunCoke Energy Partners, L.P.), Credit Agreement (SunCoke Energy Partners, L.P.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) any other Excluded PropertyAssets (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty 30 days (60) days, provided that or such time period may be extended in the reasonable discretion of later date as the Administrative AgentAgent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, other applicable Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property as credit support for the Obligations and (ii) take all actions as may be reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties as credit support for the Obligations, a perfected first priority (except as permitted by Section 7.3) security interest and Lien in the Capital Stock of such new Subsidiary that is owned by any Loan Partyproperty, (ii) deliver to the Administrative Agent the certificates representing such Capital Stockincluding, together with undated stock powersbut not limited to, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachmentsAgent.
(cb) With respect to any new Foreign Subsidiary fee interest in any real property having a book value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $5,000,000 acquired after the Closing Date by any Loan PartyParty (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and, and in any eventevent within 60 days (or such longer period as the Administrative Agent may agree in its sole discretion), within sixty (60) days, provided that such time period may be extended in to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties as credit support for the Obligations, a perfected security interest covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the Capital Stock purchase price of such new Subsidiary that is owned real property (or such other amount as shall be reasonably specified by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (iiy) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. The parties acknowledge that there are no Mortgages or Mortgaged Properties as of the Closing Date. In the event that after the Closing Date the Loan Parties are required by the terms of this Section 6.12(b) to execute and delivery any Mortgage in respect of any Mortgaged Property, the Loan Parties covenant and agree to comply with the mortgage requirements of each of the Lenders. In furtherance of 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 Closing Date until (1) the date that occurs 30 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such Capital Stockreal 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”, together (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Party of such notice; and (iii) if such 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 required flood insurance and (2) the Administrative Agent shall have received written confirmation from the Designated Lender that flood insurance due diligence and flood insurance compliance has been completed by the Designated Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed). Each of the Loan Parties acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Commitments or Loans, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned upon): (1) the prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with undated stock powersrespect to such Mortgaged Properties as required by all applicable flood insurance laws and as otherwise reasonably required by the Administrative Agent and (2) the Administrative Agent shall have received written confirmation from the Designated Lender, flood insurance due diligence and flood insurance compliance has been completed by the Designated Lender (such written confirmation not to be unreasonably withheld, conditioned or delayed), (ii) each of the Loan Parties covenants that with respect to each Mortgaged Property that is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” with respect to which flood insurance has been made available under applicable flood insurance laws, the applicable Loan Party (A) has obtained and will maintain, with financially sound and reputable insurance companies (except to the extent that any insurance company insuring the Mortgaged Property of the Loan Party ceases to be financially sound and reputable, in blankwhich case, executed the applicable Loan Party shall promptly replace such insurance company with a financially sound and delivered by a duly authorized officer of reputable insurance company), such flood insurance in such reasonable total amount as the relevant Loan PartyAdministrative Agent and the Designated Lender may from time to time reasonably require, and take such other action as may be necessary or, in otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the opinion flood insurance laws and (B) promptly upon request of the Administrative AgentAgent or the Designated Lender, desirable will deliver to perfect the Administrative Agent’s security interest thereinAgent or the Designated Lender, as applicable, evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent and the Designated Lender, including, without limitation, evidence of annual renewals of such insurance. Notwithstanding the aboveAs used herein, (i) no Capital Stock “Designated Lender” shall mean each of any Subsidiary which Citizens and Bank of America, N.A., for so long as each such Person is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsa Lender.
Appears in 4 contracts
Sources: Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that three Business Days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $1,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together with undated stock powers, which opinions shall be in blank, executed form and delivered by a duly authorized officer of the relevant Loan Partysubstance, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgorfrom counsel, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant reasonably satisfactory to the Administrative Agent. In connection with the foregoing, for no later than five (5) Business Days prior to the benefit of date on which a Mortgage is executed and delivered pursuant to this Section 6.12, in order to comply with the LendersFlood Laws, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent (for delivery to each Lender) shall have received the certificates representing such Capital Stockfollowing documents (collectively, together with undated stock powers, in blank, executed and delivered by the “Flood Documents”): (A) a duly authorized officer completed standard “life of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.loan” flood hazard
Appears in 3 contracts
Sources: Credit Agreement (Alkami Technology, Inc.), Credit Agreement (Alkami Technology, Inc.), Credit Agreement (Alkami Technology, Inc.)
Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by the Company or any Loan Party of its Subsidiaries (other than (w) Property with an aggregate book value not to exceed $100,000 at any time, (x) any property Property described in paragraph (b) or paragraph (c) belowof this Section, (y) any property Property subject to a Lien expressly permitted by Section 7.3(f6.1(c), ) and (z) Excluded PropertyProperty acquired by a Subsidiary that is a CFC or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC) as to which the Administrative Agent, for the ratable benefit of the Lenders, does not have a perfected Lien, the Company or the applicable Subsidiary shall promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents Loan Documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, a perfected first priority security interest in such propertyProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security this Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property, or any leasehold estate in any real property with a term (including all renewal options) of more than 20 years, in each case having a value (together with improvements thereof) of at least $250,000, acquired after the Closing Date by the Company or any of its Subsidiaries (other than any such real property owned by a Subsidiary that is a CFC or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, the Company or the applicable Subsidiary shall promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the ratable benefit of the Lenders, covering such real property (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an Excluded Subsidiaryamount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary created or acquired after the Closing Date by the Company or any Loan Party of its Subsidiaries (whichother than any Subsidiary that is a CFC or that is owned in whole or in part, for the purposes of this paragraph (bdirectly or indirectly, by a Subsidiary that is a CFC), the Company or the applicable Subsidiary shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Loan Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyCompany or such Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if requested by the Administrative Agent and (C) to Agent, deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver legal opinions relating to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 3 contracts
Sources: Loan and Security Agreement (Global Defense Technology & Systems, Inc.), Loan and Security Agreement (Global Defense Technology & Systems, Inc.), Loan and Security Agreement (Global Defense Technology & Systems, Inc.)
Additional Collateral, etc. (a1) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any real property or property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), constituting Excluded Property and (z) any property with respect to which the Administrative Agent determines that the cost or burden of subjecting such property to a Lien under the Security Documents is disproportionate to the value of the collateral security afforded thereby) or (2) upon the designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as a Restricted Subsidiary (which is not an Excluded Property) Subsidiary), as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of upon request by the Administrative Agent) Agent (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, property and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such all actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (subject to (x) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 and (y) in the case of Collateral constituting Pledged Stock, inchoate Liens arising by operation of law) security interest in under the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% laws of the total outstanding voting United States in such property, including the filing of Uniform Commercial Code financing statements in such domestic jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent.
(b) Promptly (and in any event not later than 45 days after the delivery of any financial statements under Section 5.1(a) or 5.1(b), with respect to Capital Stock of any Subsidiary included in such new Subsidiary financial statements, which period may be required extended by the Administrative Agent from time to time in its discretion), cause (A) all of the Capital Stock (other than Excluded Property) owned by any Loan Party to be so pledged)pledged to the Administrative Agent, pursuant to an amendment to the Security Documents and/or the schedules thereto if reasonably requested by the Administrative Agent, and (B) together therewith, (x) the original certificates evidencing such pledged Capital Stock to be delivered to the Administrative Agent, together with appropriate powers executed in blank and (y) if and to the extent reasonably requested by the Administrative Agent, the Administrative Agent to receive legal opinions of counsel to the Borrower reasonably acceptable to the Administrative Agent covering such matters in respect of such pledges as the Administrative Agent so requests.
(c) Promptly (and in no event later than 45 days after the delivery of any financial statements under Section 5.1(a) or 5.1(b), with respect to any Subsidiary included in such financial statements, which period may be extended by the Administrative Agent from time to time in its discretion), cause (i) each of the Borrower’s direct or indirect Domestic Subsidiaries (other than an Excluded Subsidiary), to become a Guarantor and Grantor (as defined in the Guarantee and Collateral Agreement) by executing and delivering a joinder or assumption agreement to the Guarantee and Collateral Agreement in a form reasonably requested by the Administrative Agent if such Subsidiary is not then a Guarantor, (ii) to be delivered to the Administrative Agent a certificate of a Responsible Officer of such Subsidiary, attaching and certifying as to, and as applicable: (w) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents, certified as of a recent date to the delivery thereof by the Secretary of State of the jurisdiction of organization of such Subsidiary, (x) its bylaws, partnership agreement, limited liability company agreement, or similar organizational document, (y) resolutions of its board of directors or other equivalent governing body and authorizations authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Subsidiary executing the Loan Documents to which it is a party, and (z) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Subsidiary, and (iii) if and to the extent reasonably requested by the Administrative Agent, to be delivered to the Administrative Agent opinions of counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, covering such matters in respect of such new Guarantor and Grantor as the Administrative Agent so requests.
(d) With respect to any fee simple interest in any real property having a fair market value (together with improvements thereof) in the good faith estimation of the Borrower of at least $10,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.2(g)), promptly and in any event within 90 days after such acquisition (or such later times as the Administrative Agent may agree in its sole discretion), (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, creating a Lien on such real property prior and superior in right to all other Liens on such real property (except Liens permitted by Section 7.2), (ii) if reasonably requested by the Administrative Agent, provide the Administrative Agent, for the benefit of the Secured Parties, with (1) title searches in respect of such real property as well as a current map or plat of an as-built survey thereof, together with a surveyor’s certificate, (2) title insurance policies reasonably satisfactory in form and substance to the Administrative Agent, (3) recently prepared environmental site assessment reports, in each case together with letters executed by the environmental firms preparing such environmental reports, in form and substance satisfactory to the Administrative Agent, authorizing the Administrative Agent and the Lenders to rely on such reports, and (4) any consents or estoppels reasonably deemed necessary by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (iii) deliver a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and evidence of Federal Flood Insurance satisfying the requirements of Section 5.5 and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary in this Agreement or the Loan Documents, no Mortgage will encumber improved real property that is located in Special Flood Hazard Area in which flood insurance has been made available under the National Flood Insurance Act of 1968, except to the extent that the applicable Loan Party maintains flood insurance with respect to such Capital Stockimproved real property in compliance with the requirements of Section 5.5.
(e) Without limiting the foregoing, together with undated stock powersthe Borrower will, in blankand will cause each other Loan Party to, executed execute any and delivered by a duly authorized officer of the relevant Loan Partyall further documents, financing statements, agreements and instruments, and take all such other action as further actions, which may be necessary orrequired under any applicable law, in or which the opinion Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties. The Borrower also agrees to provide to the Administrative Agent, desirable from time to perfect time upon request, evidence reasonably satisfactory to the Administrative Agent’s security interest thereinAgent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. Notwithstanding the aboveforegoing, (i) no Capital Stock of anything in this Agreement or any Subsidiary which is Excluded Property shall be required other Loan Document to be pledged as Collateralthe contrary, and (ii) no Loan Party will be required to deliver control agreements with respect to the Collateral or to take any action in necessary under the laws of any non-U.S. foreign jurisdiction to create or perfect a Lien or, in each case, be considered in breach of or non-compliance with any security interest representation or warranty or covenant herein or in assets located or titled outside of the U.S. or to perfect any security interests in such assetsLoan Document as a result thereof.
Appears in 3 contracts
Sources: Credit Agreement (Teradyne, Inc), Credit Agreement (Teradyne, Inc), Credit Agreement (Teradyne, Inc)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the ratable benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any eventevent within five (5) Business Days, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and in any event within forty-five (45) days (or such longer period as the Administrative Agent may agree in its sole discretion) of such request), to the extent requested by the Administrative Agent, (i) execute and deliver a first priority (except for any Liens permitted by Section 7.3(g)) Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent, not to exceed the fair market value of the real property) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed reasonably necessary by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with the foregoing, no later than three (3) Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.12, in order to comply with the Flood Laws, the Administrative Agent shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, 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 does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of the Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Loan Party Notice is required to be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent (any of the foregoing being “Evidence of Flood Insurance”).
(c) With respect to any new Domestic direct or indirect Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases including pursuant to be an Excluded Subsidiarya Permitted Acquisition), promptly (and, and in any event, event within sixty ten (6010) days, provided that such time period may be extended in the reasonable discretion of the Administrative AgentBusiness Days) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in a form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, and in any event, event within sixty ten (6010) days, provided that such time period may be extended in the reasonable discretion of the Administrative AgentBusiness Days) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) Each Loan Party will be required shall use commercially reasonable efforts to take obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location, from the lessor of each data center of the Loan Parties, and from the lessor of or the bailee related to any action other location where in excess of $100,000 of Collateral is stored or located, which agreement or letter, in any non-U.S. jurisdiction such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to create the Administrative Agent. After the Closing Date, no Collateral having a book value in excess of $100,000 shall be stored at any security interest in assets located or titled outside new location without the prior written consent of the U.S. Administrative Agent or unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to perfect such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any security interests in such assetsCollateral is or may be located.
Appears in 3 contracts
Sources: Eighth Amendment Agreement (Benefitfocus,Inc.), Senior Secured Revolving Credit Facility (Benefitfocus,Inc.), Credit Agreement (Benefitfocus,Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any U.S. Loan Party (other than (x) Excluded Collateral, (y) any property described in paragraph (b), (c) or (cd) below, below and (yz) any property subject to a Lien expressly permitted by Section 7.3(f7.3(k), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within 60 days after the acquisition thereof (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of subject to extension by the Administrative AgentAgent in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) [Reserved].
(i) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date directly by any U.S. Loan Party (which, for the purposes of this paragraph (bc), shall include any such existing Subsidiary created or acquired after the Closing Date directly by any U.S. Loan Party that ceases to be an Excluded Subsidiary) within 60 days after the creation or acquisition of such Subsidiary (subject to extension by the Administrative Agent in its reasonable discretion) (such deadline, as so extended, the “Loan Party Joinder Deadline”), provided that with respect to an Excluded Foreign Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in these provisions shall not apply earlier than the reasonable discretion first day of the Administrative Agent) taxable year following the taxable year in which the Subsidiary ceased to be an Excluded Foreign Subsidiary, (iI) execute and deliver to the Administrative Agent such supplements or amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any U.S. Loan Party, (II) if applicable, deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (III) cause such new Subsidiary that is a Subsidiary Guarantor (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority (subject to Liens permitted under Section 7.3) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (IV) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(ii) With respect to any new Subsidiaries acquired by any U.S. Loan Party in connection with the MF Acquisition that are required to become a party to the Guarantee and Collateral Agreement pursuant to Section 6.10(c)(i), each such Subsidiary shall be treated as a Loan Party for purposes of Section 7 of this Agreement as of the date each such Subsidiary is acquired by a U.S. Loan Party until the Loan Party Joinder Deadline with respect to such new Subsidiary.
(d) With respect to any new Foreign Subsidiary (including any Excluded Foreign Subsidiary) created or acquired after the Closing Date by (1) any U.S. Loan Party, within 60 days after the creation or acquisition thereof (subject to extension by the Administrative Agent in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such U.S. Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged and, provided further, that, for the avoidance of doubt, no Capital Stock of any such new Subsidiary that is owned directly or indirectly by a CFC shall be required to be so pledged (unless such CFC shall have elected to become a Subsidiary Guarantor pursuant to the proviso of the definition thereof)), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant U.S. Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no Loan Party will if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take the Administrative Agent and (2) any action in Additional Borrower that is a Foreign Subsidiary, to the extent such Foreign Subsidiary is a Material Foreign Restricted Subsidiary (including any non-U.S. jurisdiction such existing Subsidiary created or acquired after the Closing Date directly by such Additional Borrower that ceases to create any security interest in assets located be an Immaterial Subsidiary) within 45 days after such creation or titled outside of acquisition, execute and deliver to the U.S. or Administrative Agent a joinder to perfect any security interests in such assetsthe Foreign Guarantee Agreement.
Appears in 3 contracts
Sources: Amendment No. 4 (Somnigroup International Inc.), Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A) and (B), (8), (9), (12), (16), (26), (29), (35) and (z38) Excluded Propertyof the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 90 days (and, in any event, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Agreements or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Liens permitted under Section 6.7) in such property, including the filing of Uniform Commercial Code or PPSA financing statements or other filings in such jurisdictions as may be required by the Security Agreement Agreements or by law or as may reasonably be requested by the Administrative Agent.
(b) Subject to the last sentence of this paragraph, with respect to any interest in any Material Property or any property constituting Borrowing Base Real Property Collateral (to the extent included in the definition of Collateral) either (i) owned at the Closing Date by any Loan Party or (ii) acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (38) of the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such interest in real property, (ii) in the case of Material Property or real property constituting Borrowing Base Real Property Collateral located in the United States, if requested by the Administrative Agent, provide the Lenders with a Title Policy as well as a current ALTA survey thereof (or an existing ALTA survey (accompanied if necessary by a “no-change” affidavit and/or other documents) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy), together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the enforceability of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and (iv) the materials described in Section 4.1(a)(vi). Notwithstanding the foregoing, no Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) shall be required to provide a Mortgage with respect to any Non-Material Property (other than real property constituting Borrowing Base Real Property Collateral) or any leasehold property pursuant to this Section 5.9(b).
(c) With respect to any new Domestic Subsidiary that is required to become a Subsidiary Guarantor hereunder (other than an Excluded Subsidiarywhich, for the purposes of this Section 5.9(c), shall include (x) any Subsidiary created or acquired after the Closing Date by any Loan Party Group Member that is not a Non-Guarantor Subsidiary and is not designated by the Borrower Representative pursuant to Section 5.12, (which, for the purposes of this paragraph (b), shall include y) any existing Subsidiary Group Member that ceases to be an Excluded Non-Guarantor Subsidiary and is not designated an Unrestricted Subsidiary by the Borrower Representative pursuant to Section 5.12 (including as contemplated by the definition of “Immaterial Subsidiary”), and (z) any Unrestricted Subsidiary that is designated or re-designated a Restricted Subsidiary and is not a Non-Guarantor Subsidiary), promptly within ninety (and, in any event, within sixty 90) days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the relevant Security Agreement Agreements as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lendersrelevant Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such Subsidiary (A) to execute and deliver to the Administrative Agent (I) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor and (II) a joinder agreement to the relevant Security Agreement, substantially in the form annexed thereto, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the relevant Secured Parties a perfected security interest in the Collateral described in the relevant Security Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements or other filings in such jurisdictions as may be required by the relevant Security Agreement or by law or as may be requested by the Administrative Agent, and (C) to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Restricted Subsidiary that is directly owned by a Loan Party and is an Excluded Domestic Subsidiary or Foreign Subsidiary and is a Non-Guarantor Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Closing Date, within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the U.S. Security Agreement or Canadian Security Agreement, as applicable, and, to the extent requested by the Administrative Agent, a security agreement compatible with the laws of such Excluded Domestic Subsidiary’s or Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the relevant Secured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such Excluded Domestic Subsidiary or Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such Excluded Domestic Subsidiary or Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if requested by the Administrative Agent and (C) to Agent, deliver to the Administrative Agent a certificate legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided, that in the event the stamp, excise or similar taxes of any jurisdiction applicable to the pledge of Capital Stock of any Excluded Domestic Subsidiary or Foreign Subsidiary organized in such jurisdiction are excessive in relation to customary practices or the benefit afforded to the Secured Parties from such pledge and the compliance with the provisions of this Section 5.9(d) would result in the imposition of such Subsidiarystamp, substantially excise or similar taxes on the Company and the Restricted Subsidiaries, the Administrative Agent may elect not to require the Loan Parties to pledge such Capital Stock of any such Excluded Domestic Subsidiary or Foreign Subsidiary or not to require such pledge to be recorded or registered in any applicable jurisdiction, or may defer such requirement to such date or time as the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent may determine.
(ce) With respect to any new Foreign Non-Guarantor Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly Party (and, in but excluding any eventsuch Subsidiary that is an Excluded Domestic Subsidiary or Foreign Subsidiary and any Non-Guarantor Subsidiary to the extent a pledge of the Capital Stock of such entity is prohibited by its Organizational Documents or requires the consent of any Person party thereto (other than a Group Member)), within sixty 90 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the relevant Security Agreement Agreements as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lendersrelevant Secured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such new Non-Guarantor Subsidiary that is owned by any such Loan Party (provided that to the extent included in no event shall more than 65% the definition of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledgedCollateral), and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Group Member and take (iii) cause such other action as may be necessary ornew Subsidiary Guarantor to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in the opinion of form and substance reasonably acceptable to the Administrative Agent, desirable with appropriate insertions and attachments.
(f) Notwithstanding anything to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, contrary in this Agreement (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States and Canada shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States or Canada, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States and Canada (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States and Canada) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral, other than in respect of (x) certificated equity interests in the Company and the Restricted Subsidiaries otherwise required to be pledged pursuant to the terms of any Loan Document, (y) intercompany notes and other promissory notes held by any Loan Party endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof and (z) DDAs and securities accounts that are not Excluded DDAs.
Appears in 3 contracts
Sources: Amendment No. 2 (JELD-WEN Holding, Inc.), Revolving Credit Agreement (JELD-WEN Holding, Inc.), Amendment No. 1 (JELD-WEN Holding, Inc.)
Additional Collateral, etc. (a) With respect to any property constituting Collateral described in the Guarantee and Collateral Agreement acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent; provided that the Loan Parties shall not be required to take any such action with respect to any Intellectual Property acquired after the Closing Date until the earlier of the date on which (i) the aggregate value of all such Intellectual Property with respect to which the actions described above have not already been taken shall be at least $10,000,000 or (ii) the list describing such Intellectual Property is required to be furnished to the Administrative Agent and each Lender pursuant to Section 6.2(b).
(b) With respect to any new Domestic Subsidiary (other than a Foreign Subsidiary, an Excluded Subsidiary, an Excluded Person, a Securitization Entity or any Subsidiary of a Foreign Subsidiary, Excluded Subsidiary or Securitization Entity) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan PartyParty (other than by any Foreign Subsidiary, an Excluded Subsidiary, an Excluded Person or a Securitization Entity), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in a portion of the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding , and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any fee interest or leasehold interest in any real property having a value (together with improvements thereof) of at least $1,000,000 acquired after the Second Amendment Effective Date by any Group Member (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(h) or 7.3(o) and (y) real property acquired by any Excluded Subsidiary, Excluded Person or Foreign Subsidiary), promptly (i) no Capital Stock execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property; provided that the obligation to deliver a Mortgage covering any Subsidiary which is Excluded Property leasehold property shall be required limited to be pledged as Collateral, the use by the applicable Group Member of its commercially reasonable efforts to obtain any necessary landlord consents or waivers and (ii) no Loan Party will in the case of any real property with a value of $5,000,000 or more, if requested by the Administrative Agent (x) provide the Lenders with title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be required reasonably specified by the Administrative Agent) and (y) deliver to take any action the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in any non-U.S. jurisdiction form and substance, and from counsel, reasonably satisfactory to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 3 contracts
Sources: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority (subject to any Customary Intercreditor Agreement) security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority (subject to any Customary Intercreditor Agreement) security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent (subject to any Customary Intercreditor Agreement) the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent (subject to any Customary Intercreditor Agreement) the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 3 contracts
Sources: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (xi) deposit accounts opened with any Lender, (ii) real property, (iii) Excluded Collateral, (iv) any property described in paragraph (b), (c) or (cd) below, (yv) any property subject to a Lien expressly permitted by Section 7.3(f), 7.3(e) and (zvi) Excluded Propertyas otherwise set forth in the Security Documents) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within thirty (and, in any event, within sixty 30) days after the acquisition thereof (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (iA) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable requests to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (iiB) take all actions reasonably necessary or advisable requested by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement in such property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (together with improvements thereof and any related mineral rights owned by any Loan Party intended to be accessed through such real property) of at least $50,000,000 (as determined at the time of acquisition) that is acquired after the Closing Date by any Loan Party (other than (i) Excluded Collateral, (ii) any such real property subject to a Lien expressly permitted by Section 7.3(e) and (iii) as otherwise set forth in the Security Documents), deliver, or cause to be delivered, within sixty (60) days after the acquisition of such real property (or such longer period as the Administrative Agent, in its sole discretion, shall agree to), to the extent the same would be required under Section 5.1(h) if such real property were owned by a Loan Party on the Closing Date, (A) a fully executed Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property (with a maximum value not to exceed the cost of acquisition (excluding the value of any such mineral rights) in any jurisdiction in which a mortgage recording tax is payable), subject to Liens as permitted pursuant to Section 7.3, (B) provide the Administrative Agent with title and extended coverage insurance covering such real property in an Excluded Subsidiaryamount not in excess of the existing Revolving Commitments and outstanding Term Loans at the time of acquisition, subject to the same general provisions as contained in Section 5.1(h)(iii), as well as a current survey thereof together with a surveyor’s certificate (if applicable) in form and substance reasonably satisfactory to the Administrative Agent, subject to the same general provisions of Section 5.1(h)(ii); provided, however, that the survey requirements of this Section 6.9(b) may be satisfied by a customary “no change” affidavit with respect to any pre-existing or newly commissioned survey obtained in connection with such acquisition (if acceptable for survey coverage), and (C) if requested by the Administrative Agent, legal opinions relating only to the validity and enforceability (but not the priority) of the Lien of such Mortgage, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, if the fee interest in such real property shall be acquired without a title policy and/or survey which would otherwise meet the foregoing requirements of this Section 6.9(b), then the title policy and/or survey requirements of this Section 6.9(b) shall be limited to that portion of such fee interest which comprises the most valuable real property as used in or material to the business currently conducted thereon at the time of the delivery in question, as reasonably determined by the Administrative Agent; provided however that with respect to the remainder of the fee interest in such property, the title company shall certify only that the mortgagor is the owner of record based on recorded deeds with respect to such real property, subject to all matters of record, all title defects, and all standard exclusions and exceptions.
(c) With respect to any new Restricted Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bc), shall include any existing Restricted Subsidiary that ceases to be an Excluded Subsidiary), promptly within thirty (and, in any event, within sixty 30) days of such creation or acquisition (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) unless such Restricted Subsidiary is a Foreign Subsidiary, execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Capital Stock of such new Restricted Subsidiary that is owned by any Loan Party, (ii) unless such Restricted Subsidiary is a Foreign Subsidiary, deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) unless such Restricted Subsidiary is an Excluded Subsidiary, cause such new Restricted Subsidiary (A) to become a party to (1) at the Subsidiary Guarantee and Security option of the Parent, this Agreement as a Subsidiary Guarantor “Borrower” and a Pledgor, respectively(2) the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially in the form of Exhibit KB, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new Restricted Subsidiary that is a Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly Group Member (and, in other than by any eventGroup Member that is an Excluded Subsidiary), within sixty thirty (6030) days, provided that days of such time creation or acquisition (or such longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Capital Stock of such new Subsidiary that is directly owned by any such Loan Party (Party, provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Party and take such other action as may be necessary or, in the opinion of (iii) if requested by the Administrative Agent, desirable deliver to perfect the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent’s security interest therein. .
(e) Notwithstanding anything contained in any Loan Document to the abovecontrary, (i) no Capital Stock of any Subsidiary which is Excluded Property Group Member shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. United States (or any political subdivision thereof) or to perfect any security interests in such assets, (ii) no Group Member shall be required to enter into any security agreement governed by the laws of any jurisdiction other than the United States (or any political subdivision thereof) and (iii) except as provided in Section 6.13, no Group Member shall be required to enter into any account control agreements with respect to deposit or securities accounts or take any other steps to perfect any security interest in such accounts or cash or cash equivalents.
Appears in 2 contracts
Sources: Credit Agreement (SunCoke Energy, Inc.), Credit Agreement (SunCoke Energy, Inc.)
Additional Collateral, etc. (a) With During any Full Security Period, with respect to any property Specified Property acquired after the Closing Effective Date by the Company or any Loan Party of its Required Subsidiaries (other than (xw) any property Specified Property described in paragraph clause (b) or (c) below, (yx) any property Specified Property subject to a Lien expressly permitted by Section 7.3(f6.01(a) or Section 6.01(l), (y) Specified Property acquired by any Excluded Domestic Subsidiary and (z) Excluded PropertySpecified Property acquired by any Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Specified Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertySpecified Property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With During any Full Security Period, with respect to any new Domestic Required Subsidiary (other than an Excluded Domestic Subsidiary) created or acquired after the Closing Effective Date by the Company or any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)its Subsidiaries, promptly (and, and in any event, event within sixty thirty (6030) days, provided that days of such time period may be extended in the reasonable discretion of creation or acquisition (or such later date as is agreed to by the Administrative AgentAgent in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Required Subsidiary that is owned by the Company or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyCompany or such Subsidiary, and as the case may be, (iii) cause such new Required Subsidiary (A) to become a party to the Subsidiary Guarantee and Collateral Agreement and such other Security Agreement Documents, as a Subsidiary Guarantor and a Pledgor, respectivelyapplicable, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement or such other Security Agreement Document, as applicable, with respect to such new Required Subsidiary (however, in the case of a pledge by the new Domestic Subsidiary of voting Capital Stock of a first-tier Foreign Subsidiary, such pledge shall be limited to 65% of such Capital Stock of such first-tier Foreign Subsidiary), including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such new Required Subsidiary, substantially in the form of Exhibit KG, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no new Foreign Pledge Agreement, and no Foreign Pledge Agreement Acknowledgment and Confirmation in respect of any Foreign Pledge Agreement that is in effect on the Effective Date (or any legal opinions in respect thereof), shall be required hereunder (A) 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 (B) to the extent the Administrative Agent 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) With Wherever the Administrative Agent reasonably requests the Company to do anything (i) to ensure that any Security Document is fully effective, enforceable and perfected with the contemplated priority, (ii) for more satisfactorily assuring or securing to the Lenders the property the subject of such Security Document in a manner consistent with such Security Document, or (iii) for aiding the exercise of any right or power in any Security Document, the Company shall (and, with respect to actions by third parties that are not Controlled directly or indirectly by the Company, shall use commercially reasonably efforts to) do it promptly and at its own cost. This may include using commercially reasonable efforts to obtain consents, get documents completed and signed, supply information, deliver documents and evidence of title and executed blank transfers, and give possession or control with respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after property the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock subject of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsForeign Pledge Agreement.
Appears in 2 contracts
Sources: Credit Agreement (Scotts Miracle-Gro Co), Credit Agreement (Scotts Miracle-Gro Co)
Additional Collateral, etc. (a) With respect to any personal property or Intellectual Property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (blocated outside of the U.S., any motor vehicles, leasehold interests, or any tangible personal property evidenced by a title certificate or any other property expressly excluded by the Security Documents) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), that constitutes “Collateral” under the Guarantee and (z) Excluded Property) Security Agreement as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (andexcept as otherwise provided for in this Section 6.9 or in the Guarantee and Security Agreement such Loan Party shall, except as otherwise provided in the Guarantee and Security Agreement and in any eventevent subject to the limitations set forth therein, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Security Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable under U.S. law to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property property, subject to Liens permitted under Section 7.3, and (ii) take all actions as the Administrative Agent reasonably deems necessary or advisable under U.S. law to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Guarantee and Security Agreement or by law or as may be reasonably requested by the Administrative Agent, other than foreign collateral documents.
(b) With respect to any fee interest in any real property having a fair market value as of the date of acquisition thereof (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject or to be subject to a Lien permitted by Section 7.3 or would result in a violation of Regulation H), within ninety (90) days after such acquisition (or such longer period as agreed by the Administrative Agent), execute and deliver (x) other than with respect to any such real property for which the Flood Determination required pursuant to this paragraph indicates that such real property is located in a Special Flood Hazard Area, a first priority mortgage or deed of trust in a form substantially similar to the Mortgages and reasonably satisfactory to the Administrative Agent, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property and recorded by a nationally recognized title insurance company, (y) a completed Federal Emergency Management Agency life-of-loan Standard Flood Hazard Determination (a “Flood Determination”) with respect to each such property and (z) a title search dated contemporaneous with the delivery of such Mortgage conducted by a title insurance company which reflects that such Mortgaged Property is owned in fee by the Loan Party identified as the mortgagor, trustor or grantor in the applicable Mortgage, free and clear of all Liens other than Permitted Liens.
(c) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes or any Subsidiary of this paragraph (b), shall include any existing Subsidiary that a Loan Party ceases to be an Excluded Unrestricted Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Security Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest under U.S. law subject to Liens permitted pursuant to Section 7.3 in the Capital Stock of such new Restricted Subsidiary that is directly owned by any Loan PartyParty (provided, such security interest shall be limited (A) in the case of a Foreign Subsidiary or a first-tier Domestic Foreign Holding Company, to 65% of such Capital Stock in such Subsidiary, (B) in the case of any Subsidiary of a Foreign Subsidiary or a Domestic Foreign Holding Company, to 0% of such Capital Stock in such Subsidiary, (C) in the case of any Insurance Subsidiary, to the lesser of the amount of such Insurance Subsidiary’s Capital Stock which can be pledged pursuant to the applicable law governing such Insurance Subsidiary or if such Insurance Subsidiary is a Foreign Subsidiary, the amount which is required to be otherwise pledged hereunder and (D) in the case of any Non-Profit Entity formed after the Closing Date, to the amount of such entity’s Capital Stock that can be pledged pursuant to the applicable law or regulations governing such entity), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (unless such Subsidiary is an Excluded Subsidiary) (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyAgreement, (B) subject to the provisions and limitations set forth in the Guarantee and Security Agreement, to take such actions as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest under U.S. law subject to the Liens permitted under Section 7.3 in the Collateral described in the Guarantee and Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be reasonably requested by the Administrative Agent (other than foreign Collateral documents) and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC or in such other form as may be acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if reasonably requested by the
(1) Holdings and the Borrower shall not be required to take, or cause any Subsidiary to take, the actions required by this paragraph (c) with respect to any such new Subsidiary prior to the delivery of financial statements delivered pursuant to Section 6.1(a) or (b) for the fiscal quarter of the Borrower during which such new Subsidiary was created or acquired unless (x) the aggregate amount of Investments made by the Group Members in all such new Subsidiaries exceeds $20,000,000 prior to the end of such fiscal quarter or (y) a Default has occurred and is continuing and (2) Holdings and the Borrower shall not be required to provide the legal opinions required by this paragraph (c) if the applicable new Subsidiary (on a consolidated basis), together with all other new Subsidiaries acquired or created in the same transaction or series of related transactions accounts for less than 2.5% of the assets, revenues or Consolidated EBITDA of the Borrower, in each case on a Pro Forma Basis as of the end of and for the four fiscal quarters most recently ended for which financial statements have been delivered under Section 6.1(a) or (b), as though such Subsidiary had become a Subsidiary at the beginning of such period.
(cd) With respect to If, at any new Foreign time, (x) (i) a Restricted Subsidiary is designated as an Unrestricted Subsidiary or an Immaterial Subsidiary in accordance with this Agreement or otherwise meets the criteria of an Excluded Subsidiary or (other than ii) an Electing Guarantor has been re-designated (at the option, and in the sole discretion, of the Borrower in accordance with Section 6.10(b) as an Excluded Subsidiary, the Administrative Agent shall release such Subsidiary from any Subsidiary Guaranty and all Security Documents to which it may be a party and to the extent Capital Stock held by such Restricted Subsidiary was pledged (or otherwise secured) created as Collateral, such pledge (or acquired after other security) shall be released and, upon the Closing Date by request of any Loan Party, any certificates in respect thereof shall be promptly returned to the applicable Loan Party or (and, in any event, within sixty y) adverse tax consequences could (60) days, provided that such time period may be extended in the reasonable discretion good faith determination of the Borrower in consultation with the Administrative Agent) result (i) execute from any Security Document executed and deliver delivered by any Subsidiary of the Borrower that is a Foreign Subsidiary or any Domestic Foreign Holding Company, the Administrative Agent shall release such Restricted Subsidiary from any such Security Document, or (ii) from any Lien granted under any Loan Document in respect of the Capital Stock in any Foreign Subsidiary or Domestic Foreign Holding Company, such Lien shall be released. Notwithstanding the foregoing, in no event shall Capital Stock of any Unrestricted Subsidiary or any of such Unrestricted Subsidiary’s assets constitute Collateral, and the Administrative Agent shall take all actions required hereunder and under the other Loan Documents to effect the foregoing in accordance with the terms of the Loan Documents.
(e) Notwithstanding anything in this Agreement or any Security Document to the contrary: (i) the Administrative Agent shall not take, and the Loan Parties shall not be required to grant, a security interest in any Excluded Property; (ii) any security interest required to be granted or any action required to be taken, including to perfect such security interest, shall be subject to the same exceptions and limitations as those set forth in the applicable Security Documents; (iii) no Loan Party shall be required, nor shall the Administrative Agent be authorized to perfect any pledges, charges, assignments, security interests and mortgages in any Collateral by any means other than (A) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings in the applicable real estate records with respect to mortgaged properties or any fixtures relating to the Mortgages, (B) filings in United States government offices with respect to Intellectual Property as expressly required by the Loan Documents, (C) delivery to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agentbe held in its possession of all Collateral consisting of intercompany notes in an amount individually in excess of $5,000,000, for the benefit stock certificates of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by Borrower and its Restricted Subsidiaries and other Instruments issued to any such Loan Party in an amount individually in excess of $5,000,000, or (provided that D) mortgages in no event shall more than 65% respect of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and Mortgages; (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiv) no Loan Party will or any Domestic Restricted Subsidiary shall be required to take any action in any non-U.S. jurisdiction outside the United States to create perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States of America, any State thereof or the District of Columbia); (v) no Loan Party shall have any obligation under any Loan Document to enter into any landlord, bailee or warehousemen waiver, estoppel or consent or any other document of similar effect; and (vi) in no event shall any Loan Party be required to take any action to perfect the security interest granted under the Security Documents in Collateral consisting of (A) cash or Cash Equivalents, (B) entering into any deposit account control agreement or securities account control agreement with respect to any deposit account or securities account (including securities entitlements and related assets located credited thereto) or titled outside (C) other assets requiring perfection through the implementation of control agreements or perfection by “control” (other (i) than possession by the Administrative Agent to the extent expressly required under the Security Documents and (ii) with respect to the Institutional L/C Collateral Account in favor of the U.S. Institutional L/C Issuer) in each case under this clause (vi), except, in each case, to the extent such perfection may be achieved by the filing of a Uniform Commercial Code financing statement.
(f) The Administrative Agent shall not obtain or perfect a security interest in any assets of any Loan Party as to perfect which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining or perfecting such security interest is excessive in relation to the benefit to the Lenders of the security afforded thereby (such comparison to be determined in a manner consistent with any security interests such determination made in connection with the Closing Date) or would otherwise violate applicable law.
(g) Notwithstanding anything in this Agreement or any Security Document to the contrary, the Administrative Agent may, in its sole discretion, grant extensions of time for the satisfaction of any of the requirements under Section 6.9 in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such assetsCollateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control of Holdings and the Restricted Subsidiaries by the time or times at which it would otherwise be required to be satisfied under this Agreement or any Security Document.
Appears in 2 contracts
Sources: Credit Agreement (National Mentor Holdings, Inc.), Credit Agreement (National Mentor Holdings, Inc.)
Additional Collateral, etc. Subject to the terms, provisions and limitations set forth in the Guarantee and Collateral Agreement:
(a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent[Reserved].
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Effective Date by any Loan Party Group Member (which, for the purposes of this paragraph (bSection 6.11(b), shall include any existing Subsidiary that ceases to be an Excluded SubsidiarySubsidiary and subject to the limitations set forth in paragraph (c) of this Section), (i) promptly deliver to the Administrative Agent, if applicable, the certificates representing such Capital Stock (andprovided that, for the avoidance doubt, in the case of the Capital Stock of any event, within sixty (60) days, provided that such time period may be extended Excluded Subsidiary to the extent pledged in the reasonable discretion favor of the Administrative Agent, no certificate(s) representing more than sixty-five percent (i65%) execute of the total outstanding voting Capital Stock of such Excluded Subsidiary shall be required to be delivered to the Administrative Agent), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member in accordance with (and within the time periods prescribed in) Section 3.3(g) and Section 5.6 of the Guarantee and Collateral Agreement, (ii) promptly cause such new Subsidiary to become a party to the Guarantee and Collateral Agreement and take any actions required thereby and (iii) if reasonably requested by the Administrative Agent, promptly deliver to the Administrative Agent such amendments legal opinions relating to the Security Agreement as matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent deems necessary Agent.
(c) With respect to any new Excluded Subsidiary owned directly by Holdings, the Borrower or advisable to grant any Subsidiary Guarantor created or acquired after the Effective Date by any Loan Party, promptly deliver to the Administrative Agent, for the benefit of the Lendersif applicable, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Group Member and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such any other actions necessary or advisable reasonably requested by Administrative Agent to grant to the Administrative Agent for a perfected first priority Lien in such Capital Stock to the benefit extent required under the Guarantee and Collateral Agreement (subject only to Liens permitted under Section 7.3); provided however, the Group Members will not (i) provide or cause any Excluded Subsidiary to provide a guaranty of the Lenders Obligations or cause any such Excluded Subsidiary to become party to this Agreement and the other Loan Documents as the Borrower, (ii) grant or cause any Excluded Subsidiary to grant a perfected security interest in any of its assets as Collateral for the Collateral described payment and performance of the Obligations, or (iii) grant a pledge and security interest in favor of the Security Agreement Lender with respect to such new any Capital Stock of any Excluded Subsidiary not owned directly by Borrower or any Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(cd) With respect to any new Foreign Subsidiary real property owned in fee having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created or at the time of acquisition thereof of at least $5,000,000 acquired after the Closing Effective Date by any Loan Party, promptly (and, in any event, within sixty ninety (6090) days, provided that days (or such longer time period as the Administrative Agent may be extended determine in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver a first priority mortgage (subject to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to Liens permitted by Section 7.3 other than Section 7.3(w)), in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest covering such real property, (ii) provide the Lenders with title and extended survey coverage insurance covering such real property in an amount equal to the Capital Stock purchase price of such new Subsidiary that is owned real property (or such other amount as shall be reasonably specified by any such Loan Party (provided that the Administrative Agent but in no event shall more than 65to exceed 110% of the total outstanding voting Capital Stock purchase price) as well as either a current ALTA survey thereof or any existing survey of any such new Subsidiary be required the real property that is acceptable to be so pledged)the title company issuing the title insurance policy to provide extended survey coverage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iiiii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockenforceability of the mortgage, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than ten (10) days prior to the date on which a mortgage is executed and delivered by pursuant to this Section 6.11, in order to comply with the Flood Laws, the Administrative Agent shall have received the following documents (collectively, the “Flood Documents”): (A) a duly authorized officer completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the relevant improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan PartyParty (“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 does not participate in the NFIP, (C) countersigned Loan Party Notice, and take such other action as may (D) if the Loan Party Notice is required to be necessary orgiven and, to the extent flood insurance is required by any applicable Requirement of Law and flood insurance is available in the community in which the property is located, evidence, in the opinion of form and substance reasonably satisfactory to the Administrative AgentAgent and each Lender, desirable to perfect of a flood insurance policy in compliance with the Administrative Agent’s security interest therein. Notwithstanding Flood Laws (including without limitation, in an amount required under the above, (i) Flood Laws); provided that no Capital Stock of any Subsidiary which is Excluded Property mortgage shall be required to be pledged as Collateralexecuted and delivered until all Lenders have confirmed that flood insurance due diligence and flood insurance compliance has been completed.
(e) Notwithstanding the foregoing, (i) Holdings and (ii) no Loan Party will its Subsidiaries shall not be required to take any action in any non-U.S. jurisdiction to create any grant or perfect Administrative Agent’s security interest in assets located any Collateral under any foreign law (ii) no landlord, sublessor or titled outside of the U.S. bailee waivers or to perfect similar consents nor mortgages on any security interests in such assetsleased real estate shall be required.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (DoubleVerify Holdings, Inc.), Amendment and Restatement Agreement (DoubleVerify Holdings, Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty thirty (6030) days, provided that days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $500,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than five (5) Business Days prior to the date on which a Mortgage is executed and delivered by a duly authorized officer of pursuant to this Section 6.11, in order to comply with any applicable laws, the relevant Loan PartyAdministrative Agent (for delivery to each Lender) shall have received the following documents (collectively, and (iii) cause such new Subsidiary the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”) and such other documents as any Lender may reasonably request to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelycomplete its flood due diligence, (B) if the improvement(s) to take the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such actions necessary Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or advisable overnight delivery), and (D) if the Loan Party Notice is required to grant be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent for the benefit and each Lender (any of the Lenders a perfected security interest in foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the Collateral described in the Security Agreement with respect to such new Subsidiarycontrary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may no Mortgage will be required by the Security Agreement or by law or as may be requested by the Administrative Agent executed and (C) to deliver delivered until each Lender has confirmed to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lender has satisfactorily completed its flood insurance due diligence and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetscompliance requirements.
Appears in 2 contracts
Sources: Credit Agreement (TransMedics Group, Inc.), Credit Agreement (TransMedics Group, Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired on or after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the ratable benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) 60 days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Guarantee and Collateral Agreement, or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement Guarantee and Collateral Agreement, or by law or as may be requested by the Administrative Agent.
(b) With respect to each Target that is a Material Subsidiary and any new Domestic direct or indirect Material Subsidiary (other than an Excluded Subsidiary) of the Borrower created or acquired on or after the Closing Date by (including any Loan Party (which, for the purposes of this paragraph (bsuch Material Subsidiary acquired pursuant to a Permitted Acquisition), shall include within 60 days after any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and Borrower qualifies as a Material Subsidiary, deliver to the Administrative Agent such amendments (i) a Joinder Agreement, (ii) a joinder to the Security Agreement Guarantee and Collateral Agreement, (iii) such documents and instruments as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such Target or new Material Subsidiary (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any Target or new Material Subsidiary that is owned by any Loan Partyan Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant applicable Loan Party, Party and (iiiiv) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if requested by the Administrative Agent and (C) to Agent, deliver to the Administrative Agent a certificate legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, any Subsidiary created for the purpose of consummating an acquisition and that the Borrower plans to merge out of existence in connection with such acquisition shall not be required to comply with the foregoing clause (b) provided that such Subsidiary is actually merged out of existence in connection with such acquisition. Notwithstanding anything to the contrary in any Loan Document, no Immaterial Subsidiary, substantially unless such Immaterial Subsidiary has been designated as a “Material Subsidiary” in accordance with the form definition of Exhibit KMaterial Subsidiary set forth in Section 1.1, with appropriate insertions and attachmentsor Excluded Foreign Subsidiary shall be required to be a Loan Party.
(c) With respect to any new First Tier Foreign Subsidiary (other than an Excluded Subsidiary) or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired on or after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock Equity Interests of any such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is an Excluded Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent for any Foreign Subsidiaries that contribute more than $1,500,000 in revenue) as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any other location where in excess of $2,500,000 of Collateral is stored or located, in each case, if requested by the Administrative Agent, which agreement or letter, in any such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.
(e) Not later than 120 days (or such longer period as the Administrative Agent may agree in writing in its discretion) after (i) any Material Real Property is acquired by a Loan Party on or after the Closing Date or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the requirements of the Loan Documents. Notwithstanding anything to the contrary contained in this Section 6.11(e), prior to the execution of any Mortgage for any such Material Real Property, (x) the Borrower shall deliver to the Administrative Agent advance notice of the address of any such Material Real Property and (y) the Administrative Agent shall provide the Lenders with at least 30 days’ prior written notice of the address of such Material Real Property (it being understood that the Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into the accuracy of any such address, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to provide any such notice). Notwithstanding the aboveforegoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party on or after the Closing Date until the date that occurs thirty (30) 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) no Capital Stock 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 (or applicable Loan Party) of any Subsidiary which that fact and (if applicable) notification to the Borrower that flood insurance coverage is Excluded Property shall be not available and (B) evidence of the receipt by the Borrower of such notice; and (iii) if such notice is required to be pledged as Collateralprovided to the Borrower and flood insurance is available in the community in which such real property is located, and (ii) no Loan Party will be evidence of required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsflood insurance.
Appears in 2 contracts
Sources: Credit Agreement (Digi International Inc), Credit Agreement (Digi International Inc)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party Parties (other than (x) any property described in paragraph (b) or (c) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) constituting Excluded Property) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest under the laws of the United States in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement Documents or by law or as may be requested by the Administrative Agent.
(i) As soon as possible (and in no event later than 45 days after the delivery of any financial statements under subsection 6.1(a) or (b), for any fiscal period, in the case of Subsidiaries referred to in the following clause (A) which period may be extended by the Administrative Agent from time to time in its discretion), cause (A) all of the Capital Stock (other than Excluded Property) owned directly or indirectly by the Borrower of each of the Borrower’s direct or indirect Domestic Subsidiaries (other than any Excluded Subsidiary or Immaterial Subsidiary) to be pledged to the Collateral Agent, pursuant to an amendment to the Security Documents reasonably requested by the Administrative Agent, (B) if requested by the Administrative Agent, cause all of the Capital Stock (other than Excluded Property) owned directly or indirectly by the Borrower of any of the Borrower’s direct or indirect Domestic Subsidiaries (other than any Excluded Subsidiary and whether or not such Domestic Subsidiary is an Immaterial Subsidiary) to be pledged to the Collateral Agent pursuant to an amendment to the Security Documents reasonably requested by the Administrative Agent, (C) 65% of the voting Capital Stock and all non-voting Capital Stock (other than Excluded Property) of each of the Borrower’s or any of its Domestic Subsidiaries’ direct Foreign Subsidiaries which are not Immaterial Subsidiaries (or such lesser amount as may be owned by the Borrower and its Domestic Subsidiaries), to be pledged to the Collateral Agent pursuant to the Security Documents, for the ratable benefit of the Secured Parties, pursuant to an amendment to the Security Documents reasonably requested by the Administrative Agent and (D) the Administrative Agent to receive legal opinions of counsel to the Borrower acceptable to the Administrative Agent covering such matters in respect of such pledges as the Administrative Agent shall reasonably request.
(ii) Notwithstanding the foregoing, cause the Capital Stock of any Special Purpose Subsidiary or Subsidiary of the Borrower which acts as a purchaser of receivables for a receivables securitization program of the Borrower and its Domestic Subsidiaries to be pledged as Collateral pursuant to the Security Documents.
(c) As soon as possible, cause (i) each of the Borrower’s direct or indirect Domestic Subsidiaries (other than (A) an Excluded Subsidiary, (B) an Immaterial Subsidiary (provided that all Immaterial Subsidiaries excluded under this clause (B) and clause (b) of the definition of “Guarantor” shall not at any time contribute in the aggregate more than 5% of Consolidated Assets or more than 5% of Consolidated Revenues), (C) a joint venture in which not more than 85% of the aggregate Capital Stock of such joint venture is held by the Loan Parties in the aggregate or (D) a direct holding company of one or more joint ventures under clause (C) hereof, provided that such holding company does not engage in any business or own any assets other than owning the Capital Stock of such joint ventures) to become a Guarantor by executing and delivering a joinder or assumption agreement to the Guarantee and Collateral Agreement in a form reasonably requested by the Administrative Agent if such Subsidiary is not then a Guarantor and (ii) opinions of counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, covering such matters in respect of the Guarantee and Collateral Agreement as the Administrative Agent shall reasonably request to be delivered to the Administrative Agent.
(d) With respect to any new Domestic Subsidiary fee interest in any real property having a fair market value (other than an together with improvements thereof) in the good faith estimation of the Borrower of at least $5,000,000 or otherwise not constituting Excluded Subsidiary) created or Property acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g)), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, as soon as reasonably possible and in any event, event within sixty (60) days, provided that 60 days after such time period may be extended in the reasonable discretion of the Administrative Agent) acquisition (i) execute and deliver to a Mortgage, in favor of the Collateral Agent, for its benefit, for the benefit of the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, and for the benefit of the Lenders, covering such real property, creating a perfected first priority security interest Lien on such real property prior and superior in the Capital Stock of right to all other Liens on such new Subsidiary that is owned real property (except Liens permitted by any Loan PartySection 7.3), (ii) deliver to if reasonably requested by the Administrative Agent, provide the Collateral Agent, for its benefit, for the benefit of the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders with (x) a perfected security interest binding pro forma mortgagee’s title insurance policy or marked-up unconditional commitment to issue such insurance covering such real property in an amount equal to the Collateral described in the Security Agreement with respect to purchase price of such new Subsidiary, including the filing of Uniform Commercial Code financing statements in real property (or such jurisdictions lesser amount as may shall be required reasonably specified by the Security Agreement Administrative Agent) as well as a current map or plat of an as-built survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary by law or as may be requested by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (Ciii) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver Agents legal opinions relating to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 2 contracts
Sources: Credit Agreement (Lear Corp), Credit Agreement (Lear Corp)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g)), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty three (603) days, provided that Business Days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) to the extent requested by the Administrative Agent (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement (or any comparable foreign collateral document) or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created of at least $5,000,000 (or such greater amount as the Administrative Agent may agree in its sole discretion) acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than five (5) Business Days prior to the date on which a Mortgage is executed and delivered by a duly authorized officer of pursuant to this Section 6.12, in order to comply with the relevant Loan PartyFlood Laws, and the Administrative Agent (iiifor delivery to each Lender) cause such new Subsidiary shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”) and such other documents as any Lender may reasonably request to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelycomplete its flood due diligence, (B) if the improvement(s) to take the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such actions necessary Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or advisable overnight delivery), and (D) if the Loan Party Notice is required to grant be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent for the benefit and each Lender (any of the Lenders a perfected security interest in foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the Collateral described in contrary, no Mortgage will be executed and delivered until each Lender has confirmed to the Security Agreement Administrative Agent that such Lender has satisfactorily completed its flood insurance due diligence and compliance requirements. Each of the parties hereto acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Commitments, including the provision of any Incremental Facility, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Revolving Loans or Swingline Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned upon): (A) the prior delivery of all applicable Flood Documents with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions Mortgaged Properties as may be required by the Security Agreement or Flood Laws and as otherwise reasonably required by law or as may be requested by the Lenders and (B) the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided having received written confirmation from each Lenders that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lender has satisfactorily completed its flood insurance due diligence and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetscompliance requirements.
Appears in 2 contracts
Sources: Credit Agreement (Organogenesis Holdings Inc.), Credit Agreement (Organogenesis Holdings Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded PropertyAssets) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 90 days (and, in any event, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (subject to Permitted Liens) in such property, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) Subject to the last sentence of this paragraph, with respect to any interest in any Material Property either (i) owned at the Closing Date by any Loan Party or (ii) acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (36) of the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) of the Closing Date or the acquisition of such Material Property, as applicable, (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such interest in real property, (ii) if requested by the Administrative Agent, provide the Lenders with a Title Policy as well as a current ALTA survey thereof (or an existing ALTA survey (accompanied if necessary by a “no-change” affidavit and/or other documents)) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy, together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the enforceability, due authorization, execution and delivery of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, (iv) if requested by the Administrative Agent, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower), (v) if requested by the Administrative Agent, with respect to any portion of any improvements on any such property located in a special flood hazard area, provide a copy of, or a certificate as to coverage and a declaration page relating to, the insurance policies required by Section 5.5, each of which (a) shall be endorsed or otherwise amended to include a lender’s loss payable endorsement, (b) shall identify the address of each property located in a special flood hazard area, (c) shall indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto, (d) the Borrower shall use commercially reasonable efforts to provide that the insurer will give the Administrative Agent 45 days written notice of cancellation or non-renewal, and (e) shall be otherwise in form and substance satisfactory to the Administrative Agent and (vi) provide evidence reasonably satisfactory to the Administrative Agent of payment by the Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies and endorsements contemplated by clause (ii) above. Notwithstanding the foregoing, no Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) shall be required to provide a Mortgage with respect to any Excluded Assets.
(c) With respect to any new Guarantor created or acquired after the Closing Date by any Group Member (which, for the purposes of this Section 5.9(c), shall include any existing Group Member that ceases to be a Non-Guarantor Subsidiary), within 30 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement or other Security Documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such propertynew Guarantor that is owned by any Group Member (subject to Permitted Priority Liens), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Guarantor (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation reasonably requested by the Administrative Agent to become a Guarantor, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Security Agreement with respect to such new Guarantor, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent, and (c) to deliver to the Administrative Agent a certificate of such Guarantor, in form and substance substantially similar to those delivered pursuant to Section 4.1(e) and reasonably acceptable to the Administrative Agent with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(bd) With respect to any new Domestic Restricted Subsidiary which is directly owned by the Borrower or a Guarantor and is a CFC Holdco or a Foreign Subsidiary (in each case, other than an Excluded Immaterial Subsidiary) ), created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any eventParty, within sixty 30 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such new CFC Holdco or Foreign Subsidiary that is a CFC that is directly owned by any such Loan PartyParty (provided that in no event shall in excess of 65% of the total outstanding Voting Stock of any such CFC Holdco or Foreign Subsidiary that is a CFC be required to be so pledged), and (ii) to the extent such Subsidiary is a Wholly Owned Restricted Subsidiary, deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachmentsGroup Member.
(ce) With respect to any new Foreign Non-Guarantor Subsidiary (other than an Excluded Subsidiary) constituting a Restricted Subsidiary created or acquired after the Closing Date by any Loan Party, promptly Party (and, but excluding any Capital Stock which constitutes an Excluded Asset or that is described in any eventclause (d) above), within sixty 30 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (subject to Permitted Priority Liens) in the Capital Stock of such new Non-Guarantor Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Party, and (ii) to the extent such Subsidiary is a Wholly Owned Subsidiary, deliver to the Administrative Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, Group Member.
(f) Notwithstanding anything to the contrary in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, this Agreement (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) certificated equity interests in Wholly Owned Restricted Subsidiaries otherwise required to be pledged pursuant to the terms of any Loan Document and (y) each intercompany note and promissory note (if any) in an original principal amount in excess of $1,000,000 and required to be pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that, to the extent any deposit and securities accounts are under the control of the ABL Agent at any time pursuant to the terms of the ABL-Term Intercreditor Agreement, the ABL Agent shall act as agent and gratuitous bailee for the Administrative Agent for the purpose of perfecting the Administrative Agent’s Liens in such deposit and securities accounts.
Appears in 2 contracts
Sources: Credit Agreement (Mueller Water Products, Inc.), Term Loan Credit Agreement (Mueller Water Products, Inc.)
Additional Collateral, etc. (a) With respect to any property new Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agentwhich, for the benefit purposes of the Lendersthis paragraph (a), does not have a perfected Lienshall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Guarantee and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(b) Prior to the addition of any new Real Property as a Borrowing Base Property after the Closing Date, the Borrower shall deliver written notice to the Agents of its request to add such Real Property as a Borrowing Base Property at least ten (10) Business Days prior to the proposed date of such addition together with (a) a certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, and (b) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. Promptly (and in any event within ten (10) Business Days) after receipt of all of the foregoing information, the Agents shall review such information and notify the Borrower in writing whether or not they accept the Borrower’s determination that such Real Property qualifies as a Borrowing Base Property. From and after the date of such written notification from the Agents, and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lenders and deliver to the Administrative Agent and execute such amendments to further instruments and documents as the Security Agreement as Lenders or the Administrative Agent deems necessary or advisable shall reasonably request to grant carry out to their satisfaction the Administrative Agent, for transactions contemplated by this Agreement and the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such other Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.Documents
Appears in 2 contracts
Sources: Revolving Credit and Term Loan Agreement (Medical Properties Trust Inc), Revolving Credit and Term Loan Agreement (Medical Properties Trust Inc)
Additional Collateral, etc. (a) With During any Full Security Period, with respect to any property Specified Property acquired after the Closing Effective Date by the Company or any Loan Party of its Required Subsidiaries (other than (xw) any property Specified Property described in paragraph clause (b) or (c) below, (yx) any property Specified Property subject to a Lien expressly permitted by Section 7.3(f6.01(a) or Section 6.01(l), (y) Specified Property acquired by any Excluded Domestic Subsidiary and (z) Excluded PropertySpecified Property acquired by any Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (andi) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Specified Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Specified Property, including the filing of IP Security Agreements with the United States Patent and Trademark Office, the United States Copyright Office or any event, similar office or agency within sixty (60) days, provided that the United States and the filing of UCC financing statements in such time period jurisdictions as may be extended required by the applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. Notwithstanding anything to the contrary set forth in this Agreement, regardless of whether The Hawthorne Gardening Company is a Subsidiary under this Agreement, the reasonable discretion Company shall cause all of the outstanding Capital Stock of The Hawthorne Gardening Company directly owned by the Company or any Subsidiary Guarantor to be subject at all times to a first priority, perfected Lien in favor of the Administrative AgentAgent to secure the Obligations in accordance with the terms and conditions of the Guarantee and Collateral Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to grant to the Administrative Agent a security interest in any Intellectual Property owned by any of the Hawthorne Entities until the date that is ninety (90) days following the Amendment No. 2 Effective Date (or such later date as is agreed to by the Administrative Agent in its reasonable discretion).
(b) During any Full Security Period, with respect to any new Required Subsidiary (other than an Excluded Domestic Subsidiary) created or acquired after the Effective Date by the Company or any of its Subsidiaries, promptly and in any event within thirty (30) days of such creation or acquisition (or such later date as is agreed to by the Administrative Agent in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Guarantee and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Required Subsidiary that is owned by the Company or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyCompany or such Subsidiary, and as the case may be, (iii) cause such new Required Subsidiary (A) to become a party to the Subsidiary Guarantee and Collateral Agreement and such other Security Agreement Documents, as a Subsidiary Guarantor and a Pledgor, respectivelyapplicable, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement or such other Security Agreement Document, as applicable, with respect to such new Required Subsidiary (however, in the case of a pledge by the new Domestic Subsidiary of voting Capital Stock of a first-tier Foreign Subsidiary, such pledge shall be limited to 65% of such Capital Stock of such first-tier Foreign Subsidiary), including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such new Required Subsidiary, substantially in the form of Exhibit KG, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no new Foreign Pledge Agreement, and no Foreign Pledge Agreement Acknowledgment and Confirmation in respect of any Foreign Pledge Agreement that is in effect on the Effective Date (or any legal opinions in respect thereof), shall be required hereunder (A) 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 (B) to the extent the Administrative Agent 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) With Wherever the Administrative Agent reasonably requests the Company to do anything (i) to ensure that any Security Document is fully effective, enforceable and perfected with the contemplated priority, (ii) for more satisfactorily assuring or securing to the Lenders the property the subject of such Security Document in a manner consistent with such Security Document, or (iii) for aiding the exercise of any right or power in any Security Document, the Company shall (and, with respect to actions by third parties that are not Controlled directly or indirectly by the Company, shall use commercially reasonably efforts to) do it promptly and at its own cost. This may include using commercially reasonable efforts to obtain consents, get documents completed and signed, supply information, deliver documents and evidence of title and executed blank transfers, and give possession or control with respect to any new property the subject of any Foreign Subsidiary Pledge Agreement.
(d) Notwithstanding anything to the contrary in this Agreement, no amendment, modification or waiver to this Agreement shall (i) change any of the provisions of this Section 5.11(d) without the written consent of each Lender, (ii) subordinate the Lien on a material portion of the Collateral, taken as a whole, securing the Obligations to the Lien securing any other Indebtedness (other than an Excluded Subsidiaryany Lien permitted pursuant to Section 6.01(a)(i), 6.01(i) created or acquired after 6.01(l)), without the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion written consent of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party each Lender directly affected thereby (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative AgentLender’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property consent shall be required pursuant to this Section 5.11(d) if such Lender is offered a reasonable, bona fide opportunity to participate on a pro rata basis in any priming Indebtedness (including any fees payable in connection therewith) permitted to be pledged issued as Collaterala result of such waiver, and amendment or modification) or (iiiii) subordinate the Secured Obligations (or any Class thereof) in right of payment to any other Indebtedness, without the written consent of each Lender directly affected thereby (provided that no Loan Party will such Lender’s consent shall be required pursuant to take any action this Section 5.11(d) if such Lender is offered a reasonable, bona fide opportunity to participate on a pro rata basis in any non-U.S. jurisdiction priming Indebtedness (including any fees payable in connection therewith) permitted to create any security interest in assets located be issued as a result of such waiver, amendment or titled outside of the U.S. or to perfect any security interests in such assetsmodification).
Appears in 2 contracts
Sources: Credit Agreement (Scotts Miracle-Gro Co), Credit Agreement (Scotts Miracle-Gro Co)
Additional Collateral, etc. (a) With respect to any property (other than real property) acquired after the Closing Date by any Loan Party Group Member (other than (w) property that is not Collateral, (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Permitted Lien expressly permitted by Section 7.3(f), and (z) property acquired by any Excluded PropertyForeign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by Administrative Agent (but excluding (i) agreements providing for control over deposit, investment, securities and similar accounts and (ii) filings with the Administrative AgentUnited States Patent and Trademark Office and United States Copyright Office so long as no such filings are required in order to perfect a security interest in Domain Names).
(b) With respect to any new Domestic Material Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member (which, for the purposes of this paragraph (b), shall include any existing Material Subsidiary that ceases to be an Excluded Foreign Subsidiary and any Subsidiary (other than an Excluded Foreign Subsidiary) that becomes a Material Subsidiary after the date of this Agreement), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Material Subsidiary that is owned by any Loan Partysuch Group Member, (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Material Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement (subject to Permitted Liens) with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent (but excluding agreements providing for control over deposit, investment, securities and similar accounts and filings with the United States Patent and Trademark Office and United States Copyright Office so long as no such filings are required in order to perfect a security interest in Domain Names) and (C) to deliver to the Administrative Agent a certificate of such Material Subsidiary, substantially in the form of Exhibit KI, with appropriate insertions and attachments.
(c) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan PartyGroup Member (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any such Loan Party Group Member (provided that in no event shall more than 65% 66 percent of the total outstanding voting Capital Stock of any such new Excluded Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the opinion good faith credit judgment of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding therein (but excluding agreements providing for control over deposit, investment, securities and similar accounts and filings with the above, (i) United States Patent and Trademark Office and United States Copyright Office so long as no Capital Stock of any Subsidiary which is Excluded Property shall be such filings are required in order to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any perfect a security interest in assets located Domain Names).
(d) Notwithstanding any other provision of this Agreement or titled outside of any other Loan Document to the U.S. contrary, in no event shall Borrower or any Loan Party be obligated to obtain, execute or deliver to Administrative Agent or any Lender any document, instrument or agreement providing for control over any deposit, investment, securities or similar accounts or filings with the United States Patent and Trademark Office and United States Copyright Office so long as no such filings are required in order to perfect any a security interests interest in such assetsDomain Names.
Appears in 2 contracts
Sources: Credit Agreement (Marchex Inc), Credit Agreement (Marchex Inc)
Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by the Parent Borrower or any Loan Party of its Material Domestic Subsidiaries (other than (x) any property Property described in paragraph (bc) or (cd) below, below and (y) any property Property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (zl) Excluded Property(if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)), (o) or (q) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyProperty, subject to no Liens except as permitted by Section 7.3, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) [Reserved].
(c) With respect to any new Material Domestic Subsidiary created (other than an Excluded Subsidiaryincluding pursuant to a Division) created or acquired after the Closing Date by the Parent Borrower or any Loan Party of its Subsidiaries (which, for the purposes of this paragraph (bc), shall include any existing Domestic Subsidiary that (1) becomes or is designated a Material Domestic Subsidiary or (2) ceases to be an Excluded a Foreign Subsidiary Holdco and is a Material Domestic Subsidiary), the Parent Borrower or the Subsidiary owning the Capital Stock of such new Material Domestic Subsidiary shall promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Material Domestic Subsidiary that which is owned by the Parent Borrower or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyParent Borrower or such Subsidiary, and as the case may be, (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Material Domestic Subsidiary, subject to no Liens except as permitted by Section 7.3, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent Agent, and (Civ) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiarylegal opinions relating to the matters described above, substantially which opinions shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent.
(cd) With respect to any new Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (other than an Excluded Subsidiary65%) created or acquired after the Closing Date by the Parent Borrower or any Loan Partyof its Subsidiaries (which, for the purposes of this paragraph (d), shall include (1) any existing Foreign Subsidiary or Foreign Subsidiary Holdco that (A) becomes or is designated a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (65%) or (B) is a Material Foreign Subsidiary and becomes a Pledge Eligible Foreign Subsidiary (65%) and (2) any Domestic Subsidiary that becomes a Foreign Subsidiary Holdco that is a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (65%)), the Parent Borrower or the Subsidiary owning the Capital Stock of such Material Foreign Subsidiary shall promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Material Foreign Subsidiary that is owned by the Parent Borrower or any such Loan Party of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Material Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyParent Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent’s security interest therein. Notwithstanding , deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) With respect to any new Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (100%) created or acquired after the Closing Date by the Parent Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (e), shall include (1) any existing Foreign Subsidiary or Foreign Subsidiary Holdco that (A) becomes or is designated a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (100%) or (B) is a Material Foreign Subsidiary and becomes a Pledge Eligible Foreign Subsidiary (100%) and (2) any existing Domestic Subsidiary that becomes a Foreign Subsidiary Holdco that is a Material Foreign Subsidiary and a Pledge Eligible Foreign Subsidiary (100%)), the Parent Borrower or the Subsidiary owning the Capital Stock of such new Material Foreign Subsidiary shall promptly (i) no execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Material Foreign Subsidiary that is owned by the Parent Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, (iii) cause such new Material Foreign Subsidiary which is Excluded Property shall (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Material Foreign Subsidiary, subject to no Liens except as permitted by Section 7.3, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required to by the Guarantee and Collateral Agreement or by law or as may be pledged as Collateralrequested by the Administrative Agent, and (iiiv) no Loan Party will if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Conmed Corp), Credit Agreement (Conmed Corp)
Additional Collateral, etc. (a) With respect to any property Property (other than Property to the extent expressly excluded from the Collateral pursuant to the Security Documents) located in the United States having a value, individually or in the aggregate of at least $10,000,000 acquired after the Closing Date by the Borrower and any Loan Party Subsidiary Guarantor (other than (x) any interests in real property and any Property described in paragraph (bc) or paragraph (cd) belowof this Section, (y) any property Property subject to a Lien expressly permitted by Section 7.3(f7.3(g), 7.3(k) or 7.3(aa) and (z) Excluded PropertyInstruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties does not have a perfected Lien, promptly (and, in any event, within sixty (60i) days, provided that give notice of such time period may be extended in the reasonable discretion of Property to the Administrative Agent) (i) Agent and execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable requests to grant to the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a security interest in such property Property and (ii) take all actions reasonably necessary or advisable requested by the Administrative Agent to grant to the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a perfected first priority security interest (to the extent required by the Security Documents) in such Property (with respect to Property of a type owned by the Borrower or a Subsidiary Guarantor as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such propertyProperty as of the Closing Date), including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. If any amount in excess of $10,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $10,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to this Agreement.
(b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or a Subsidiary Guarantor (other than any such real property subject to a Lien expressly permitted by Section 7.3(g), 7.3(k) or 7.3(aa)), (i) give notice of such acquisition to the Administrative Agent and, if requested by the Administrative Agent execute and deliver a first priority Mortgage (subject to Liens Permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Administrative Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Administrative Agent, and (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Administrative Agent, in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (iii) provide to the Administrative Agent evidence of flood hazard insurance if any portion of the improvements on the owned property is currently or at any time in the future identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any amendment or successor act thereto) or otherwise being designated as a “special flood hazard area or part of a 100 year flood zone”, in an amount equal to 100% of the full replacement cost of the improvements; provided, however, that a portion of such flood hazard insurance may be obtained under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended and (iv) if requested by the Administrative Agent deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) Except as otherwise contemplated by Section 7.7(p), with respect to any new Domestic Subsidiary that is a Material Subsidiary (other than and is not an Excluded Unrestricted Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b)paragraph, shall include (x) any existing previously non-wholly owned Domestic Subsidiary that ceases to be becomes wholly owned and is a Material Subsidiary (and is not an Excluded Unrestricted Subsidiary)) and (y) any Domestic Subsidiary that was previously an Immaterial Subsidiary or an Unrestricted Subsidiary and becomes a Material Subsidiary (and is not an Unrestricted Subsidiary) or a Restricted Subsidiary, as applicable) by the Borrower or any Restricted Subsidiary, promptly (i) give notice of such acquisition or creation to the Administrative Agent and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of if requested by the Administrative Agent) (i) , execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a perfected first priority security interest (to the extent required by the Security Documents) in the Capital Stock of such new Subsidiary that is owned by any such Loan Party, (ii) except to the extent they are the subject of a Lien securing Indebtedness permitted under Section 7.2(u), deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant such Loan Party, and (iii) if such new Subsidiary is a wholly owned Domestic Subsidiary (and is not an Unrestricted Subsidiary or an Immaterial Subsidiary), cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected security interest (to the extent required by the Security Documents) in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new SubsidiarySubsidiary (to the extent the Administrative Agent, including for the benefit of the Secured Parties, has a perfected first priority security interest in the same type of Collateral as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent Agent. Notwithstanding the foregoing, if substantially all of the assets of any new Domestic Subsidiary that is a Material Subsidiary (and (Cis not an Unrestricted Subsidiary) consist of stock of one or more Foreign Subsidiaries, such new Domestic Subsidiary will be treated as a Foreign Subsidiary subject to deliver Section 6.8(d) hereof instead of this Section 6.8(c), and, for the avoidance of doubt, any first tier Foreign Subsidiaries owned directly by such Domestic Subsidiary shall be subject to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachmentsSection 6.8(d) hereof.
(cd) With Except as otherwise contemplated by Section 7.7(p), with respect to any new first tier Foreign Subsidiary that is a Material Subsidiary (other than and is not an Excluded Unrestricted Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any first-tier Foreign Subsidiary that previously was an Immaterial Subsidiary or an Unrestricted Subsidiary and becomes a Material Subsidiary or a Restricted Subsidiary, as applicable) by the Borrower or any Loan PartyRestricted Subsidiary, promptly (i) give notice of such acquisition or creation to the Administrative Agent and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of if requested by the Administrative Agent) (i) , execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (to the extent required by the Security Documents) in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be so pledged), and (ii) except to the extent they are the subject of a Lien securing Indebtedness permitted under Section 7.2(u), to the extent permitted by applicable law, deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant such Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable necessary to perfect or ensure appropriate priority the Lien of the Administrative Agent’s security interest therein. Agent thereon.
(e) Notwithstanding anything in this Section 6.8 to the abovecontrary, (i) no Capital Stock neither the Borrower nor any of any Subsidiary which is Excluded Property its Restricted Subsidiaries shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action actions in any non-U.S. jurisdiction order to create any perfect the security interest in assets located or titled outside granted to the Administrative Agent for the ratable benefit of the U.S. or to perfect Secured Parties under the laws of any security interests in such assetsjurisdiction outside the United States.
Appears in 2 contracts
Sources: Credit Agreement (Allison Transmission Holdings Inc), Credit Agreement (Allison Transmission Holdings Inc)
Additional Collateral, etc. (a) With Subject to the terms of the Intercreditor Agreement and this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party Group Member (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), 6.2(e) or 6.2(j) and (z) property acquired by any Excluded PropertySubsidiary or Foreign Subsidiary) that is of the same type as that included as Collateral in the Security Documents and that is intended to be subject to the Lien created by any of the Security Documents as to which the Administrative Agent, for the benefit acting in its capacity as collateral agent on behalf of the Lenders, does not have a perfected Lien, promptly (and, and in any event, event within sixty thirty (6030) days, provided that days after the acquisition thereof (or such longer period of time period not to exceed an addition thirty (30) days as may be extended in permitted by the reasonable discretion written consent of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit acting in its capacity as collateral agent on behalf of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With Subject to the terms of the Intercreditor Agreement and this Section 5.10, with respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date (or owned by any Subsidiary that becomes a party to the Security Agreement pursuant to Section 5.10(c)) by any Group Member (other than (x) any such real property subject to a Lien expressly permitted by Section 6.2(e) and (y) real property acquired by any Excluded Subsidiary or Foreign Subsidiary), promptly (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) deliver to the Administrative Agent the items referred to in Section 4.1(m) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent the items referred to in Section 5.11. For the avoidance of doubt, this clause (b) shall not apply to the North Yard or the West Yard.
(c) Subject to the terms of the Intercreditor Agreement and the Borrower’s election under Section 5.12, with respect to any new Domestic Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member other than an Excluded Subsidiary (which, for the purposes of this paragraph (bc), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)) or Foreign Subsidiary, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems deems, in its reasonable discretion, to be necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelythe Guarantee Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative Agent and Agent, (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments.
attachments and (cD) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date if requested by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and , deliver to the Administrative Agent such amendments legal opinions relating to the Security Agreement as matters described above, which opinions shall be in form and substance comparable or analogous to the Administrative Agent deems necessary or advisable to grant applicable opinions delivered on the Closing date and shall be from counsel reasonably satisfactory to the Administrative Agent.
(d) Notwithstanding anything in this Agreement or any Security Document to the contrary, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Collateral include, and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will or any Subsidiary shall be required to take any action in any non-U.S. jurisdiction to create any create, grant or perfect a security interest in, any property or assets (i) that are subject to a jurisdiction other than the United States, any state thereof and the District of Columbia, (ii) as to which the Administrative Agent determines in assets located or titled outside its reasonable discretion that the costs of obtaining such security interest exceeds the value of the U.S. security to be afforded thereby or to perfect any security interests (iii) that constitutes Excluded Property (as defined in such assetsthe Security Agreement).
Appears in 2 contracts
Sources: Term Loan Agreement (Philadelphia Energy Solutions Inc.), Term Loan Agreement (Philadelphia Energy Solutions Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent[Reserved].
(b) With [Reserved].
(c) To the extent permitted under the WF Credit Agreement, with respect to any new Domestic direct or indirect Subsidiary (other than an any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases including pursuant to be an Excluded Subsidiarya Permitted Acquisition), promptly (and, and in any event, event within sixty fifteen (6015) days, provided that Business Days or such time longer period may be extended as approved by the Required Lenders in the reasonable discretion of the Administrative Agent) their sole discretion): (i) except to the extent the Capital Stock of such new Subsidiary constitutes Excluded Equity (in which case only such portion constituting Excluded Equity shall be excluded, meaning the portion up to 65% shall be included herein), execute and deliver to the Administrative Agent such supplements, joinders or amendments to the applicable Security Agreement Documents as the Administrative Agent Required Lenders deems reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent and the Required Lenders such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary (A) to become a party to the Subsidiary Guarantee and Collateral Agreement and other applicable Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyDocuments, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Required Lenders to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Agreement Documents, with respect to such new Subsidiary, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Required Lenders or the administrative Agent and (C) to deliver to the Required Lenders and the Administrative Agent, and the Administrative Agent a certificate of such Subsidiary, substantially in a form reasonably satisfactory to the form of Exhibit KRequired Lenders, with appropriate insertions and attachments.
(cd) With respect to any new Foreign Subsidiary [Reserved].
(e) [Reserved]. Notwithstanding the foregoing, (i) other than an Excluded Subsidiary) created the Collateral in which a Lien was previously granted or acquired after required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case on the Closing Date by any or pursuant to Section 6.12, the Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event Parties shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary not be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to or perfect the Administrative Agent’s security interest therein. Notwithstanding under any law with respect to any Collateral (except to the aboveextent perfection can be accomplished by filing UCC financing statements or provide any guarantee of the Obligations), in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lenders (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower as a result thereof), in each case, as determined by the Required Lenders in their reasonable discretion, (iii) no Liens on the Capital Stock of any (or other ownership interest in) a Subsidiary that is required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to the Lenders, in each case, as determined by the Required Lenders in their reasonable discretion, and (iii) other than the Collateral in which is Excluded Property a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case on the Closing Date or pursuant to Section 6.12, no such Liens or guarantees shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take provided by any action Subsidiary in any non-U.S. jurisdiction case in which (or, if applicable, to create any security interest in assets located the extent that) the provision of such Lien or titled outside guarantee would violate applicable law or a legal duty of the U.S. or to perfect any security interests directors of such Subsidiary, in such assetseach case, as determined by the Required Lenders in their reasonable discretion.
Appears in 2 contracts
Sources: Credit Agreement (United Homes Group, Inc.), Credit Agreement (United Homes Group, Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that 30 days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except with respect to Liens expressly permitted by Section 7.3 to have priority over the Lien of the Administrative Agent) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a fair market value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party, promptly (and in any event within 90 days or such longer time period as the Administrative Agent may agree in its reasonable discretion), to the extent requested by the Administrative Agent, (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new direct or indirect Material Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bincluding pursuant to a Permitted Acquisition), shall include or any existing new Subsidiary that ceases to be an Excluded Subsidiary)formed by Division, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Material Domestic Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Material Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Material Domestic Subsidiary, substantially in a form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; it being agreed that if such new Subsidiary is formed by a Division, the foregoing requirements shall be satisfied substantially concurrently with the formation of such Subsidiary.
(cd) With respect to any new First Tier Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new First Tier Foreign Subsidiary that is owned by any such Loan Party (provided that in the case of voting Capital Stock, in no event shall more than 6565.0% of the total outstanding voting Capital Stock of any such new First Tier Foreign Subsidiary be required to be so pledgedpledged to the extent the pledge of any greater percentage would result in material adverse tax consequences to Borrower or its equity holders (it being agreed that 100% of all such stock shall be pledged if a change in law eliminates such material adverse tax consequences)), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any foreign law pledge documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) At the request of the Administrative Agent, each Loan Party will shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be required reasonably satisfactory in form and substance to take the Administrative Agent. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any action Collateral is or may be located.
(f) The Loan Parties shall promptly upon the formation, acquisition or entering into any contractual relationship with any PC Entity (and in any non-U.S. jurisdiction event within 30 days after the formation or acquisition thereof (or such later date as may be agreed by the Administrative Agent in its sole discretion)), perform, or cause to create any security interest in assets located or titled outside of be performed, all actions necessary to, and otherwise reasonably required by the U.S. or Administrative Agent to, cause such PC Entity to perfect any security interests in such assetsbecome a Qualified PC Entity.
Appears in 2 contracts
Sources: Credit Agreement (Airsculpt Technologies, Inc.), Credit Agreement (Airsculpt Technologies, Inc.)
Additional Collateral, etc. (a) With respect to any property Additional Guarantor created or acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agentwhich, for the benefit purposes of the Lendersthis paragraph, does not have a perfected Lien, promptly (and, in shall include any eventexisting Subsidiary that ceases to be an Excluded Subsidiary or Transparent Subsidiary), within sixty (60) days, provided that 30 days after the formation or acquisition of such time period may be extended in the reasonable discretion of the Administrative Agent) Subsidiary (i) execute and deliver to the Administrative Agent Lender such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably shall be necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a valid and perfected security interest in the Capital Stock of such property and Additional Guarantor, (ii) deliver to the Lender the certificates, if any, representing such Capital Stock (to the extent constituting “certificated securities” under the applicable UCC), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such Additional Guarantor (A) to become a party to the Security Agreement and the Guarantee and (B) to take all such actions reasonably as are necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a valid and perfected first priority security interest in the Collateral described in the Security Agreement with respect to such propertyAdditional Guarantor, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative AgentLender, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender.
(b) With respect Subject to Section 5.7(i), within 30 days after the formation or acquisition of any new Domestic Subsidiary the Capital Stock of which is owned directly by the Borrower or any Subsidiary Guarantor, the Borrower shall (other than an Excluded Subsidiary) created or acquired after shall cause the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing relevant Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative AgentGuarantor to) (i) execute and deliver to the Administrative Agent Lender such amendments or supplements to the Security Agreement as the Administrative Agent deems shall be necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a valid and perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Partythe Borrower or such Subsidiary Guarantor, and (ii) deliver to the Administrative Agent Lender the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or the relevant Loan PartySubsidiary Guarantor, and take such other action as may be reasonably requested by the Lender in order to perfect the Lender’s security interest therein including, with respect to any Foreign Subsidiary, the execution and delivery of a pledge agreement or similar instrument governed by the law of the jurisdiction in which such Foreign Subsidiary is domiciled.
(iiic) The Borrower shall use its commercially reasonable efforts to (i) grant to the Lender a security interest in the Capital Stock of any newly formed or after-acquired joint venture (or a holding company parent thereof) owned directly by the Borrower or a Subsidiary Guarantor if the amount recorded by the Borrower or such Subsidiary Guarantor as its investment in such joint venture exceeds $25,000,000 and (ii) in the case of any domestic JV Subsidiary (other than an Excluded Subsidiary) to cause such JV Subsidiary to become a Subsidiary Guarantor (in each case, it being understood that such efforts shall not require any economic or other significant concession or result in any material adverse tax consequences with respect the terms or structure of such joint venture arrangements).
(d) Subject to Section 5.7(i), at the request of the Lender, the Borrower shall, within ten days of the Lender’s request, (i) cause such new any Transparent Subsidiary that directly holds the Capital Stock of any 956 Subsidiary or holds Capital Stock of any other Transparent Subsidiary to (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyAgreement, (B) to take such actions as are necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Lender a valid and perfected security interest in the Collateral described in the Security Agreement with respect to such new Transparent Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative Agent Lender, and (C) to deliver enter into such pledge agreements, security agreements and/or similar instruments each in form and substance reasonably satisfactory to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
Lender (c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver including as to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems governing law thereof) that is necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a valid and perfected security interest in the Capital Stock all of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)its property, and (ii) deliver to the Administrative Agent Lender the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Subsidiary, and (iii) if requested by the relevant Loan PartyLender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender.
(e) Within 30 days after the occurrence thereof, the Borrower will notify the Lender of any change to the name, jurisdiction of incorporation or formation or legal form of the Borrower or any Subsidiary Guarantor.
(f) The Borrower shall, and shall cause each Group Member to, from time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Lender may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other action as Loan Documents, or of more fully perfecting or renewing the rights of the Lender with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by any Group Member which may be necessary ordeemed to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by the Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, the Borrower will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Lender may be required to obtain from the Borrower or any Group Member in order to obtain such governmental consent, approval, recording, qualification or authorization.
(g) By June 30 and December 31 of each year, the Borrower shall deliver to the Lender a notice containing a list of all Intellectual Property that has been Registered by the Borrower or any Loan Party in the opinion United States or that qualifies as a Key Foreign Trademark or Key Foreign Patent since the last such notice was delivered (or in the case of the Administrative Agentfirst notice, desirable since the Closing Date), and shall take such steps as the Lender may reasonably request in order to perfect the Administrative Agentsecurity interests granted in such Collateral.
(h) Upon the acquisition by the Borrower or any other Loan Party of fee interests in real property after the Closing Date having an aggregate value of $100,000,000, with respect to any fee interest in any real property having a value (together with improvements thereon) of at least $5,000,000 acquired after the Closing Date by any Loan Party, which interest or rights were acquired in one or a series of transactions after the Closing Date by any Loan Party (in each case, other than any such real property subject to (1) any Contractual Obligation or Requirement of Law that prohibits or restricts compliance with the terms and conditions of this Section 5.7(h) or (2) a Lien expressly permitted by Section 6.2), which, for the purposes of this paragraph, shall include any owned real property of any Loan Party that ceases to be subject to the foregoing restrictions, promptly (i) execute and deliver a Mortgage, in favor of the Lender covering such real property, (ii) if requested by the Lender, (x) provide (A) title insurance covering such real property to the extent available and (B) evidence of insurance covering such real property according to replacement cost, and (C) to the extent obtained by such Loan Party in connection with such acquisition, a current ALTA survey thereof, together with a surveyor’s security interest therein. certificate, and (y) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Lender in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Lender, and (iii) if requested by the Lender deliver to the Lender legal opinions relating to the matters described above, which opinions shall be similar in form and substance to the opinions provided in connection with the Mortgage, and from counsel, reasonably satisfactory to the Lender; it being understood that at all times the Borrower shall have the right not to take any such action in respect of fee interests on real property having an aggregate value of $100,000,000 or less.
(i) Notwithstanding anything to the abovecontrary herein, (i) in no Capital Stock of any Subsidiary which is Excluded Property case shall a Person be required to be pledged as Collateralgrant a security interest in any stock of a 956 Subsidiary (other than 100% of the non-voting stock (if any) and 65% of the Voting Stock of a first tier 956 Subsidiary), and (ii) in no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside case shall more than 65% of the U.S. Voting Stock of any 956 Subsidiary be directly or indirectly pledged if the pledge would result in deemed dividends to perfect any security interests in such assetsthe Borrower or its owners pursuant to Section 956 of the Code.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Chrysler Group LLC), First Lien Credit Agreement (Chrysler Group LLC)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c), (d) or (ce) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement ten Business Days or such other documents later date as the Administrative Agent deems reasonably may agree in its sole discretion) take all actions necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $20,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than five (5) Business Days prior to the date on which a Mortgage is executed and delivered by a duly authorized officer of pursuant to this Section 6.12, in order to comply with the relevant Loan PartyFlood Laws, and the Administrative Agent (iiifor delivery to each Lender) cause such new Subsidiary shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”) and such other documents as any Lender may reasonably request to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelycomplete its flood due diligence, (B) if the improvement(s) to take the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such actions necessary Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or advisable overnight delivery), and (D) if the Loan Party Notice is required to grant be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent for the benefit and each Lender (any of the Lenders a perfected security interest in foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the Collateral described in contrary, no Mortgage will be executed and delivered until each Lender has confirmed to the Security Agreement Administrative Agent that such Lender has satisfactorily completed its flood insurance due diligence and compliance requirements. Each of the parties hereto acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Revolving Commitments (including the provision of any Increase or any other incremental credit facilities hereunder, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned upon): (A) the prior delivery of all applicable Flood Documents with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions Mortgaged Properties as may be required by the Security Agreement or Flood Laws and as otherwise reasonably required by law or as may be requested by the Lenders and (B) the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided having received written confirmation from each Lenders that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lender has satisfactorily completed its flood insurance due diligence and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetscompliance requirements.
Appears in 2 contracts
Sources: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that three Business Days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $1,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than five (5) Business Days prior to the date on which a Mortgage is executed and delivered by a duly authorized officer of pursuant to this Section 6.12, in order to comply with the relevant Loan PartyFlood Laws, and the Administrative Agent (iiifor delivery to each Lender) cause such new Subsidiary shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”) and such other documents as any Lender may reasonably request to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelycomplete its flood due diligence, (B) if the improvement(s) to take the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such actions necessary Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or advisable overnight delivery), and (D) if the Loan Party Notice is required to grant be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent for the benefit and each Lender (any of the Lenders a perfected security interest in foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the Collateral described in the Security Agreement with respect to such new Subsidiarycontrary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may no Mortgage will be required by the Security Agreement or by law or as may be requested by the Administrative Agent executed and (C) to deliver delivered until each Lender has confirmed to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lender has satisfactorily completed its flood insurance due diligence and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetscompliance requirements.
Appears in 2 contracts
Sources: Credit Agreement (Alkami Technology, Inc.), Credit Agreement (Alkami Technology, Inc.)
Additional Collateral, etc. (a) With respect to any property or rights acquired after the Closing Date by the Company or any of its Subsidiaries that is a Loan Party (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, does not have a perfected Lien, promptly (and, in any event, event within sixty (60) days, provided that 60 days following such time period may be extended in the reasonable discretion of the Administrative Agentacquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security Collateral Agreement or such other documents as the Administrative Agent deems or the Collateral Agent reasonably necessary or advisable request to grant to the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a security interest in such property and (ii) take all actions as the Administrative Agent or Collateral Agent reasonably necessary or advisable request to grant to the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code or other applicable financing statements in such jurisdictions as may be required by the Security Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent.
(b) With respect to (i) any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $20,000,000 acquired after the Closing Date by the Company or any of its Subsidiaries that is a Loan Party (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents) and (ii) any real property listed in part (b) of Schedule 1.1B that becomes a Mortgaged Property pursuant to the definition thereof, promptly (and in any event within 90 days following such acquisition or such real property becoming a Mortgaged Property) deliver the documents required for Mortgaged Properties pursuant to Section 6.11. Notwithstanding the foregoing, the Collateral Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Closing Date until the date that is (a) if such real property is not located in a “special flood hazard area”, ten (10) Business Days or (b) if such real property is located in a “special flood hazard area”, thirty (30) days, after the Administrative Agent has delivered to the Lenders 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 applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by Flood Laws, evidence of required flood insurance.
(c) With respect to any new Subsidiary (other than any Excluded Subsidiary) (which, for the purposes of this paragraph (bc), shall include any existing Subsidiary that ceases to be an Excluded SubsidiarySubsidiary (to the extent not a Loan Party)), promptly (and, in any event, event within sixty (60) days, provided that such time period may 60 days after the acquisition or formation thereof or the cessation to be extended in the reasonable discretion of the Administrative Agentan Excluded Subsidiary) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable the Collateral Agent reasonably request to grant to the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any of its Subsidiaries that is a Loan PartyParty (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents), (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyCompany or such Subsidiary, as the case may be, and take such other action as may be required or the Administrative Agent reasonably requests to perfect the Collateral Agent’s security interest therein, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee Agreement and the Collateral Agreement and, to the extent applicable, the Israeli Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (Biv) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if reasonably requested by the Administrative Agent and (C) to or the Collateral Agent, deliver to the Administrative Agent a certificate of such Subsidiaryand the Collateral Agent legal opinions relating to the matters described above, substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions Administrative Agent and attachmentsthe Collateral Agent.
(cd) With respect to any new CFC or CFC Holding Company (other than any Excluded Foreign Subsidiary (other than an Excluded Subsidiaryas defined in the Collateral Agreement)) of a Loan Party created or acquired after the Closing Date by the Company or any other Loan Party, promptly (and, in any event, event within sixty (60) days, provided that such time period may be extended in 60 days after the reasonable discretion of the Administrative Agentcreation or acquisition thereof) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable the Collateral Agent reasonably request to grant to the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary that is a CFC or a CFC Holding Company be required to be so pledged)pledged); provided, and further, that no Loan Party shall be obligated to pledge the Capital Stock of a Foreign Subsidiary to the extent such pledge would violate the laws of the jurisdiction of such Foreign Subsidiary’s organization, (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant such Loan Party, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Administrative Collateral Agent’s security interest therein. Notwithstanding therein and (iii) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.
(ie) no In addition, within 60 days of the Closing Date, the Company shall deliver to the Administrative Agent and the Collateral Agent insurance certificates and endorsements naming the Collateral Agent as additional insured or mortgagee and loss payee (in accordance with customary practice in the jurisdiction where the applicable insurance policy is maintained) under the insurance policies of the Company and its Subsidiaries in accordance with the Collateral Agreement.
(f) For the avoidance of doubt, references in this Section 6.9 to any asset, property, right or Capital Stock of any Subsidiary which is created or acquired after the Closing Date do not include Excluded Property Assets (as defined in the Collateral Agreement).
(g) The Administrative Agent shall be required have the right to be pledged as Collateralextend any of the time periods set forth in this Section 6.9 in its reasonable discretion.
(h) Notwithstanding anything to the contrary in any Loan Document, and (ii) no Loan Party will shall be required required, nor shall the Administrative Agent be authorized, (A) to perfect any pledge, security interest or mortgage by any means other than through (x) any filing pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s) or pursuant to any equivalent law, rule or regulation of the State of Israel and any filing in any applicable real estate records in the United States or the State of Israel with respect to any Mortgaged Property or any fixture relating to any Mortgaged Property, (y) any filing in the United Stated Copyright Office or the United States Patent and Trademark Office or applicable authorities in Israel with respect to intellectual property or (z) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates of the Company and its wholly-owned pledged subsidiaries and certain instruments with a fair market value in excess of $5,000,000, (B) to enter into any account control agreement or lockbox or similar arrangement with respect to any deposit account, securities account or commodities account, (C) with respect to any Loan Party organized under the laws of the State of Israel, to obtain any landlord or bailee waiver, or (D) to take any action in or required by a jurisdiction other than the State of Israel or the United States or with respect to any non-U.S. jurisdiction to create any security interest in assets asset located or titled outside of the U.S. State of Israel or to perfect the United States (and there shall be no guarantee, security agreement or pledge agreement governed by the laws of any security interests jurisdiction other than the State of Israel or a state in such assetsthe United States).
Appears in 2 contracts
Sources: Credit Agreement (Taboola.com Ltd.), Incremental Facility Amendment (Taboola.com Ltd.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement ten Business Days or such other documents later date as the Administrative Agent deems reasonably may agree in its sole discretion) take all actions necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $1,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than five (5) Business Days prior to the date on which a Mortgage is executed and delivered by a duly authorized officer of pursuant to this Section 6.12, in order to comply with the relevant Loan PartyFlood Laws, and the Administrative Agent (iiifor delivery to each Lender) cause such new Subsidiary shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”) and such other documents as any Lender may reasonably request to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelycomplete its flood due diligence, (B) if the improvement(s) to take the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such actions necessary Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or advisable overnight delivery), and (D) if the Loan Party Notice is required to grant be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent for the benefit and each Lender (any of the Lenders a perfected security interest in foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the Collateral described in the Security Agreement with respect to such new Subsidiarycontrary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may no Mortgage will be required by the Security Agreement or by law or as may be requested by the Administrative Agent executed and (C) to deliver delivered until each Lender has confirmed to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lender has satisfactorily completed its flood insurance due diligence and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetscompliance requirements.
Appears in 2 contracts
Sources: Credit Agreement (Yext, Inc.), Credit Agreement (Yext, Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded PropertyAsset) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly first priority Lien (and, in any event, within sixty (60) days, provided that such time period may be extended in to the reasonable discretion extent so required by the terms of the Security Agreement) within one hundred and twenty (120) days (or such longer period as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the relevant Security Agreement Document or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Liens) in such property, including the filing of Uniform Commercial Code financing statements (or equivalent filings in jurisdictions outside of United States) in such jurisdictions as may be required by any Security Document or by applicable law or as may reasonably be requested by the Administrative Agent.
(b) [Reserved].
(c) With respect to any Restricted Subsidiary that is not an Excluded Subsidiary created or acquired after the Closing Date by any Group Member (which, for the purposes of this Section 6.9(c), shall include any existing Group Member that ceases to be an Excluded Subsidiary) within one hundred and twenty (120) days after the date of such creation or acquisition (or such longer period as the Administrative Agent shall reasonably agree), (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such Restricted Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and (iii) cause such Restricted Subsidiary (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor and (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, or other applicable Security Documents (or joinders thereto), (b) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the applicable Security Documents with respect to such Restricted Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (Cc) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially consistent in form to those delivered on the form of Exhibit K, with appropriate insertions and attachmentsClosing Date pursuant to Section 5.1(e).
(cd) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver Notwithstanding anything to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest contrary in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the abovethis Agreement, (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States) (except to the extent agreed with respect to any Discretionary Foreign Guarantor) and (ii) in no event shall Collateral include any Excluded Assets unless the Borrower Representative so elects. For the avoidance of doubt, and without limitation, this Section 6.9 shall apply to any Division of a Loan Party and to any Division of a Group Member required to become a Loan Party pursuant to the terms of the Loan Documents and to any allocation of assets to a series of a limited liability company.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by the Borrower or any Loan Party Significant Subsidiary (other than (w) any real property, (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agentlaw.
(b) With respect to any new Domestic Significant Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower or any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Significant Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Significant Subsidiary that is owned by the Borrower or any Loan PartySignificant Subsidiary, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Significant Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Lenders, to the extent required by the terms of the Guarantee and Collateral Agreement, a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Significant Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Significant Subsidiary, substantially in the form of Exhibit KB, with appropriate insertions and attachments.
, and (civ) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date if requested by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and , deliver to the Administrative Agent such amendments legal opinions relating to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agentmatters described above, for the benefit of the Lenders, a perfected security interest which opinions shall be in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)form and substance, and (ii) deliver from counsel, reasonably satisfactory to the Administrative Agent and shall cover only those matters covered by the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and legal opinions delivered by a duly authorized officer of on the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsClosing Date.
Appears in 1 contract
Sources: Credit Agreement (Take Two Interactive Software Inc)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.2(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty thirty (6030) days, provided that days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.2) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least Two Million Five Hundred Thousand Dollars ($2,500,000) acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.2(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty thirty (6030) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than five (5) Business Days prior to the date on which a Mortgage is executed and delivered by a duly authorized officer of pursuant to this Section 6.12, in order to comply with any applicable laws, the relevant Loan PartyAdministrative Agent (for delivery to each Lender) shall have received the following documents (collectively, and (iii) cause such new Subsidiary the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”) and such other documents as any Lender may reasonably request to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelycomplete its flood due diligence, (B) if the improvement(s) to take the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such actions necessary Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or advisable overnight delivery), and (D) if the Loan Party Notice is required to grant be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent for the benefit and each Lender (any of the Lenders a perfected security interest in foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the Collateral described in the Security Agreement with respect to such new Subsidiarycontrary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may no Mortgage will be required by the Security Agreement or by law or as may be requested by the Administrative Agent executed and (C) to deliver delivered until each Lender has confirmed to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lender has satisfactorily completed its flood insurance due diligence and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetscompliance requirements.
Appears in 1 contract
Sources: Senior Secured Revolving Credit Facility Credit Agreement (EverQuote, Inc.)
Additional Collateral, etc. Subject to Section 4.20:
(a) With respect to any owned property constituting Collateral acquired after the Closing Date by the Borrower, the Canadian Borrower or any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) Subsidiary Guarantor as to which the Administrative Agent, for the benefit of the Lendersapplicable Secured Parties, does not have a perfected LienLien (except as expressly set forth in the applicable Security Document), promptly (and, in any event, or within sixty (60) days, provided that such period of time period may be extended in the reasonable discretion of as reasonably consented to by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lendersapplicable Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lendersapplicable Secured Parties, a (except as expressly set forth in the applicable Security Document) perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements or PPSA financing statements, as applicable, in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) Subject to the last sentence of this Section 7.9(b), with respect to any fee simple interest in any real property having a value of at least $6,000,000 acquired after the Closing Date by the Borrower, the Canadian Borrower or any Subsidiary Guarantor within ninety (90) days of such acquisition (or within such longer period of time as reasonably consented to by the Administrative Agent) (A) execute, acknowledge and deliver a Mortgage in favor of the Administrative Agent, for the benefit of the applicable Secured Parties, in an amount no greater than 125% of the purchase price if the property is located in a jurisdiction with mortgage recording tax covering such real property, (B) if requested by the Administrative Agent, provide the applicable Secured Parties with (1) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (and endorsements thereto) together with a current ALTA survey thereof, together with a surveyor’s certificate; provided that, if the Borrower is able to obtain a “no change” affidavit acceptable to the title company and does deliver such certificate to the title company to enable it to issue a title policy (x) removing all exceptions which would otherwise have been raised by the title company as a result of the absence of a current survey for such real property and (y) including all endorsements that would otherwise have been included had a current survey been obtained, then a current survey shall not be required; and (2) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (C) in the case of a property located in the United States, a flood hazard certificate, certified to the Administrative Agent, specifying whether such real property is located in a special flood hazard zone and if so, evidence of flood insurance as required by any Requirement of Law and (D) if, reasonably requested by the Administrative Agent or, in the case of a property located in Canada, if no title insurance can be obtained, deliver to the Administrative Agent customary legal opinions relating to the matters described above (or relating to matters customary for the applicable jurisdiction), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property located in the United States and acquired by any Loan Party after the Closing Date unless and until (a) if such Mortgaged Property relates to a property not located in a flood zone, the date that is five (5) Business Days or (b) if such Mortgaged Property relates to a property located in a flood zone, the date that is fourteen (14) days, after the Administrative Agent has delivered to the Lenders 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 applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by Flood Insurance Laws, evidence of required flood insurance.
(c) With respect to any new Domestic Restricted Subsidiary (other than that is not an Excluded SubsidiarySubsidiary with respect to the applicable Facility (or such other Restricted Subsidiary designated by the Borrower as a Subsidiary Guarantor) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bSection 7.9(c), shall include any existing Restricted Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, or within sixty (60) days, provided that such period of time period may be extended in the reasonable discretion of as reasonably consented to by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the applicable Secured Parties, a perfected security interest in the Capital Stock of such new Restricted Subsidiary (to the extent constituting Collateral) that is owned by any Loan Party (provided, that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Restricted Subsidiary that is a Foreign Subsidiary owned by a U.S. Loan Party be required to be so pledged), (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers or equivalents, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Restricted Subsidiary (other than any Securitization Subsidiary) (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the applicable Secured Parties a (to the extent provided in the Guarantee and Collateral Agreement) perfected security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements or PPSA financing statements or in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, executed by a Responsible Officer of such Restricted Subsidiary, substantially in the form of the certificate delivered pursuant to Section 6.1(c) (or such other form that is reasonably acceptable to the Administrative Agent) and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to (i) any new Foreign Subsidiary (or with respect to the 2024 Canadian Revolving Facility only, any Foreign Non-Canadian Subsidiary) created or acquired after the Closing Date by any Loan Party, that is a Material Foreign Subsidiary or a direct or indirect parent of any Material Subsidiaries, or (ii) any Subsidiary that is a Foreign Subsidiary (or with respect to the 2024 Canadian Revolving Facility only, a Foreign Non-Canadian Subsidiary) owned by any Loan Party, that (x) becomes a Material Foreign Subsidiary or (y) is a direct or indirect parent of any Subsidiary that becomes a Material Foreign Subsidiary, promptly (A) (or within such period of time as reasonably consented to by the Administrative Agent) execute and deliver to the Administrative Agent such amendments or supplements to the applicable Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lendersapplicable Secured Parties, a perfected first priority security interest (except as expressly set forth in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (BCollateral Agreement) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary (to the extent constituting Collateral) that is owned by any such Loan Party (provided that provided, that, in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary owned by a U.S. Loan Party be required to be so pledged), and (iiB) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powerspowers or equivalents, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, as the case may be, and take such other action as may be reasonably necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding , and (C) if requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) If at any time the aggregate amount of Consolidated EBITDA or Consolidated Total Assets attributable to all Restricted Subsidiaries that are not Material Subsidiaries exceeds (i) ten percent (10.0%) of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered pursuant to Section 7.1 or (ii) ten percent (10.0%) of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 7.1, the Borrower shall, on or prior to first delivery of a Compliance Certificate pursuant to Section 7.2(a) occurring on or after such occurrence, designate in writing to the Administrative Agent, first, Domestic Subsidiaries as “Material Domestic Subsidiaries”, second (to the extent necessary), Canadian Subsidiaries as “Material Foreign Subsidiaries”, and, thereafter (to the extent necessary), other Foreign Subsidiaries as “Material Foreign Subsidiaries”, in each case, to eliminate such excess; provided that, such designated Restricted Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries or Material Foreign Subsidiaries, respectively.
(f) Notwithstanding anything to the contrary herein or in any other Loan Document, it is understood and agreed that:
(i) no Capital Stock of any Subsidiary which is Excluded Property Loan Party shall be required to be pledged as Collateralseek any landlord waiver, and bailee letter, estoppel, warehouseman waiver or other collateral access, lien waiver or similar letter or agreement;
(ii) no Loan Party will shall be required to take perfect a security interest in any action asset to the extent perfection of a security interest in such asset would be prohibited under any applicable Law;
(iii) the Administrative Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any Taxes or expenses payable relating to such Lien) is excessive in relation to the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower and the Administrative Agent;
(iv) no actions in any non-U.S. jurisdiction (except for Canada) or required by the laws of any non-U.S. jurisdiction (except for Canada) shall be required in order to create any security interest interests in any assets located or titled outside of the U.S. or to perfect any or make enforceable such security interests (including any Intellectual Property registered in any non-U.S. jurisdiction (except for Canada)) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction (except for Canada) or any requirement to make any filings in any foreign jurisdiction (except for Canada) including with respect to foreign Intellectual Property); and
(v) no asset of any Foreign Subsidiary (other than Canadian Subsidiaries with respect to the Canadian Secured Obligations) shall directly or indirectly serve as security for the Secured Obligations, no Canadian Subsidiary shall guaranty directly or indirectly the U.S. Secured Obligations and no asset of any Canadian Subsidiary shall directly or indirectly serve as security for the U.S. Secured Obligations, and
(vi) no actions shall be required with respect to assets requiring perfection through control agreements or perfection by “control” (as defined in the UCC) (other than in respect of Indebtedness for borrowed money owing to the Loan Parties evidenced by a note in excess of $5,000,000) and certificated Capital Stock of Wholly Owned Subsidiaries that are Material Subsidiaries otherwise required to be pledged pursuant to the Guarantee and Collateral Agreement to the extent otherwise required by Section 7.9(a). Notwithstanding the foregoing, in each case subject to the terms and conditions set forth in the Guarantee and Collateral Agreement, in the case of any Collateral consisting of uncertificated securities in excess of $5,000,000, upon the reasonable request of the Administrative Agent, the applicable Loan Party shall have caused the issuer thereof to either (x) register the Administrative Agent as the owners of such assetsuncertificated securities or (y) promptly agree in writing that such issuer will comply with instructions issued or originated by the Administrative Agent without further consent of such Loan Party.
Appears in 1 contract
Additional Collateral, etc. (a) With respect Subject to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended applicable limitations set forth in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Documents, cause each direct or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic indirect Subsidiary (other than an any Excluded Subsidiary) created formed or otherwise purchased or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bincluding pursuant to a Permitted Acquisition), shall include any existing and each other Subsidiary that ceases to be constitute an Excluded Subsidiary), promptly (and, in any event, within sixty 60 days from the date of such formation, acquisition or cessation, as applicable (60) days, provided that or such time longer period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable may agree in its reasonable discretion), and the Borrower may at its option cause any other Subsidiary, to execute a supplement to the Guarantee and Collateral Agreement and any other applicable Security Document, as applicable, in order to become a Guarantor under the Guarantee and a grantor under such Security Documents and take all other action reasonably requested by the Administrative Agent to grant a perfected security interest in its assets to substantially the same extent as created and perfected by the Loan Parties on the Closing Date and pursuant to Section 6.10(a) in the case of such Loan Parties. Neither the Borrower nor any Restricted Subsidiary shall be required to take any action outside the United States to perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States or any state or political subdivision thereof or the District of Columbia).
(b) Subject to Section 5.1(l) and (m) and any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the cause (i) all certificates representing Capital Stock of such new any Restricted Subsidiary that is owned (other than any Excluded Stock) held directly by the Borrower or any other Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, all evidences of Indebtedness in blank, executed and delivered by a duly authorized officer excess of the relevant Loan Party$2,500,000, and (iii) cause such new any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $2,500,000 of the Borrower or any Subsidiary (A) to become a party that is owing to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a PledgorBorrower or any other Loan Party, respectivelyin each case, (B) to take such actions necessary or advisable to grant be delivered to the Administrative Agent as security for the benefit Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Lenders a perfected security interest in Security Documents. Notwithstanding the Collateral described in foregoing any promissory note among the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may Borrower and/or its Subsidiaries need not be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver delivered to the Administrative Agent so long as a certificate of global intercompany note superseding such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant promissory note has been delivered to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (other than any Excluded Property) acquired after the Closing Date by any Loan Party (other than (x) Party, including without limitation pursuant to Section 7.02(h), or any property described that ceases to be Excluded Property promptly (but in paragraph any event within 30 days after such acquisition or the date on which such property ceases to be Excluded Property (b) or (c) belowsuch longer period as may be agreed to by the Administrative Agent in its sole discretion)), (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (iA) execute and deliver to the Administrative Agent such amendments or addendums to the Security Agreement Collateral Documents or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and Property, (iiB) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertyproperty (subject only to applicable Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement Documents or by law or as may be reasonably requested by the Administrative Agent, (C) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following the applicable requests of the Administrative Agent and receipt of applicable documents, if any, and (D) with respect to any Material Real Property that is a Flood Hazard Property, (1) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (A) as to the fact that such Material Real Property is a Flood Hazard Property, (B) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) such other flood hazard determination forms, notices and confirmations thereof as requested by the Administrative Agent and (2) copies of insurance policies or certificates of insurance of the applicable Loan Party evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders.
(b) With respect to any new Domestic Restricted Subsidiary (other than than, (x) a Subsidiary that, promptly upon its formation incurs Indebtedness pursuant to Section 7.03(h), to the extent such Subsidiary is prohibited under the documents governing such Indebtedness from taking any of the following actions, (y) in the case of clause (iii) below, a Foreign Subsidiary, and (z) in the case of all clauses below, an Immaterial Foreign Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party including without limitation pursuant to Section 7.02(h), (which, for the purposes of this paragraph (b)paragraph, shall include any existing Restricted Subsidiary that ceases to be an Immaterial Foreign Subsidiary or an Excluded Subsidiary), by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments or addendums to the Security Agreement Collateral Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock Equity Interests of such new Restricted Subsidiary that is directly owned by such Loan Party (subject only to applicable Permitted Liens) (provided that in no event shall more than 66% of the total outstanding voting Equity Interests and 100% of the total outstanding nonvoting Equity Interests of any Loan PartyFSHCO, or, in the case of a FSHCO that is a disregarded entity for U.S. tax purposes, 66% of the total outstanding Equity Interests, be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital StockEquity Interests, together with undated stock powerspowers or share transfer forms, in blank, executed and delivered by a duly authorized officer of the relevant applicable Loan Party, and (iii) cause such new Restricted Subsidiary (A) to become a party to the Guaranty, the Collateral Documents, the vessel mortgages and any other applicable security documents reasonably deemed necessary by the Administrative Agent to grant the Administrative Agent for the benefit of the Lenders and the Secured Parties a security interest in all of such new Restricted Subsidiary’s right, title, and interest to the property of such Restricted Subsidiary Guarantee (other than Excluded Property) and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral collateral described in the Security Agreement Collateral Documents and any such other documents with respect to such new SubsidiaryRestricted Subsidiary (in each case, including subject only to applicable Permitted Liens), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement Collateral Documents or by law or as may be reasonably requested by the Administrative Agent Agent, and (Civ) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following the applicable requests of such Subsidiarythe Administrative Agent and receipt of applicable documents, substantially in the form of Exhibit K, with appropriate insertions and attachmentsif any.
(c) With respect to (i) any new Excluded Subsidiary that is a First-Tier Foreign Subsidiary (other than an Excluded Immaterial Foreign Subsidiary) and that is a Restricted Subsidiary created or acquired after the Closing Date by any Loan PartyParty that is a Restricted Subsidiary, including without limitation pursuant to Section 7.02(h), and (ii) any Excluded Subsidiary of a Loan Party that is a First-Tier Foreign Subsidiary which Subsidiary is existing on the Closing Date but whose Equity Interests are not subject to a Foreign Pledge Agreement, if such Excluded Subsidiary ceases to be an Immaterial Foreign Subsidiary, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (iA) execute and deliver to the Administrative Agent such amendments or addendums to the Security Agreement Collateral Documents or such other documents as the Administrative Agent deems necessary or advisable and requests in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject only to applicable Permitted Liens) in the Capital Stock Equity Interests of such new Restricted Subsidiary that is owned directly by any such the applicable Loan Party Party, (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock Equity Interests and 100% of the total outstanding nonvoting Equity Interests of any such new Subsidiary Excluded Subsidiary, or, in the case of a FSHCO that is a disregarded entity for U.S. tax purposes, 66% of the total outstanding Equity Interests, be required to be so pledgedpledged (including pursuant to Section 6.13(b) to the extent applicable)), and (iiB) deliver to the Administrative Agent the certificates (if any) representing such Capital StockEquity Interests, together with undated stock powerspowers or share transfer forms, in blank, executed and delivered by a duly authorized officer of the relevant applicable Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (C) if requested by the Administrative Agent’s security interest therein. Notwithstanding , deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following the applicable requests of the Administrative Agent and the receipt of any applicable documents.
(d) In the event that the Title XI Debt ceases to be outstanding (the “Title XI Event”), Cal Dive I-Title XI shall (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required become a party to be pledged as Collateralthe Guaranty, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any grant the Administrative Agent for the benefit of the Secured Parties a security interest in assets located or titled outside all of the U.S. right, title, and interest in its property (other than Excluded Property), including the Q4000, (iii) take all actions reasonably required by the Administrative Agent to insure the attachment, perfection or priority of, or the ability of the Administrative Agent to perfect any enforce, the security interests interest in such assetsproperty, including the Q4000 within thirty (30) calendar days following the Title XI Event (or such later date as may be agreed to by the Administrative Agent in its sole discretion) and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following the applicable requests of the Administrative Agent and receipt of applicable documents, if any.
Appears in 1 contract
Sources: Credit Agreement (Helix Energy Solutions Group Inc)
Additional Collateral, etc. (a) With respect to any property Property that is of the type that would otherwise be subject to Liens created under the Security Documents and is acquired after the Closing Effective Date by any Loan Party (other than (xw) any property Property described in paragraph (b) or paragraph (c) belowof this Section; (x) any Property, the pledge of which requires a consent of a third party that has not been obtained; provided that the Borrower and/or the applicable Loan Party has taken commercially reasonable efforts to obtain such consent; (y) any property Property subject to a Lien expressly permitted by Section 7.3(f7.3(g), (h) and (s); and (z) Excluded Propertyany interest in any real property) and subject to compliance with applicable Gaming Laws (which the Borrower agrees and agrees to cause the applicable Loan Party to pursue approvals to permit any such pledges) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject only to Liens permitted pursuant to Section 7.3 of this Agreement), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Documents or by law or as may be requested by the Administrative Agent; provided, if the Borrower gives notice that a Property acquired after the Effective Date will be used for the Condo Component, the Borrower will have thirty (30) days to execute and deliver to the Administrative Agent such amendments to the Security Documents or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and if such Property is transferred in a transaction permitted pursuant to Section 7.7(n), no such security interest shall be required.
(b) With respect to (x) any fee interest in any real property having a value (together with improvements thereof) of at least $1,500,000 and (y) any leasehold interest in any real property pursuant to leases entered into by any Loan Party, as a tenant, with gross annual rent payments for each lease in excess of $250,000 or the term in excess of three (3) years), in each case acquired or entered into after the Effective Date by the Loan Parties (other than (w) any leasehold interests with respect to solely office space; (x) any leasehold interest if the granting of a mortgage requires a consent of a third party that has not been obtained; provided that the Borrower and/or the applicable Loan Party has taken commercially reasonable efforts to obtain such consent; (y) any leasehold interest if a memorandum of lease for such leasehold has not been recorded; provided that the Borrower and/or the applicable Loan Party has taken commercially reasonable efforts to obtain such memorandum of lease; and (z) any such real property subject to a Lien expressly permitted by Section 7.3(g) and Section 7.3(h)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property (subject only to Liens permitted pursuant to Section 7.3 of this Agreement), (ii) if requested by the Administrative Agent in writing, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters opined on with respect to the original version of loan documents delivered by the Borrower, which opinions shall be in form and substance and from counsel, reasonably satisfactory to the Administrative Agent; provided, if the Borrower gives notice that a Property acquired after the Effective Date will be used for the Condo Component, the Borrower will have thirty (30) days to execute and deliver to the Administrative Agent such amendments to the Security Documents or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and if such Property is transferred in a transaction permitted pursuant to Section 7.7(n), no such security interest shall be required. For purposes of this Section 6.10(b), the Sugarcane Bay Lease shall not be deemed to have been acquired or entered into until the earlier of (A) the date 180 days after the Effective Date and (B) the date that the Borrower and the applicable Restricted Subsidiary entered into an amended lease that is intended by the parties to be the permanent lease with respect to the property subject to the Sugarcane Bay Lease.
(c) With respect to any new Domestic Restricted Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Effective Date and, to the extent that it would not result in an adverse tax, foreign gaming or foreign law consequence that is material for or with respect to such Subsidiary, any new Foreign Restricted Subsidiary created or acquired after the Effective Date (which in each case, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary by designation or otherwise) and subject to compliance with applicable Gaming Laws (which the Borrower agrees and agrees to cause the applicable Loan Party to pursue approvals to permit any such security interests), by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Domestic Restricted Subsidiary that is owned by any Loan Party(subject only to Liens permitted pursuant to Section 7.3 of this Agreement) and in the 66% of the total outstanding Capital Stock of such new Foreign Restricted Subsidiary, (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock that are securities under Section 8-102(a)(15) of the UCC, together with undated stock powerspowers or assignments, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, and as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee Loan Documents and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security Agreement Documents with respect to such new SubsidiarySubsidiary (subject only to Liens permitted pursuant to Section 7.3 of this Agreement), including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement Documents or by law or as may be requested by the Administrative Agent Agent, and (Civ) to if reasonably requested by the Administrative Agent, deliver to the Administrative Agent a certificate legal opinions relating to the matters opined on with respect to the original version of such Subsidiaryloan documents delivered by the Borrower, substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent.
(cd) With respect to any new Foreign Unrestricted Subsidiary (other than (x) the Foreign Unrestricted Subsidiaries and (y) to the extent actions described herein are prohibited by the terms of the formation or organizational documents of an Excluded SubsidiaryUnrestricted Subsidiary or agreements by which such Unrestricted Subsidiary or its assets are bound, the Unrestricted Subsidiaries created or acquired for purposes of the transactions permitted under Section 7.7(l), (n) and (s)) created or acquired after the Closing Effective Date by the Borrower or any Loan Partyof its Restricted Subsidiaries, and subject to compliance with applicable Gaming Laws (which the Borrower agrees and agrees to cause the applicable Unrestricted Subsidiary to pursue approvals to permit any such pledges), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Loan Documents or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Domestic Unrestricted Subsidiary, and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock that are securities under Section 8-102(a)(15) of the UCC, together with undated stock powerspowers or assignments, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as CollateralAgent thereon, and (iiiii) no Loan Party will if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters opined on with respect to the original version of loan documents delivered by the Borrower, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take the Administrative Agent.
(e) With respect to any action material third party agreements or material entitlements that do not attach to the real property entered into or received by the Borrower or any of its Restricted Subsidiaries in any non-U.S. jurisdiction to create any security interest in assets located or titled outside connection with the construction of the U.S. Unfinished Projects, use best efforts to promptly execute and deliver to the Administrative Agent such collateral assignment of the applicable third party agreement or entitlement in a form as is reasonably acceptable to perfect any security interests in such assetsthe Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (v) real property, (w) Excluded Collateral, (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), 7.3(e) and (z) Excluded Propertyas otherwise set forth in the Security Documents) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within thirty (and, in any event, within sixty 30) days of the acquisition thereof (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable requests to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable requested by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement in such property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (together with improvements thereof and any related mineral rights owned by any Loan Party intended to be accessed through such real property) of at least $10,000,000 (as determined at the time of acquisition) acquired after the Closing Date by any Loan Party (other than (x) Excluded Collateral, (y) any such real property subject to a Lien expressly permitted by Section 7.3(e) and (z) as otherwise set forth in the Security Documents), deliver, or cause to be delivered, within forty-five (45) days after the acquisition of such real property (or such longer period as the Administrative Agent, in its sole discretion, shall agree to), to the extent the same would be required under Section 5.1(h) if such real property were owned by a Loan Party on the Closing Date, (i) a fully executed Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property (with a maximum value not to exceed the cost of acquisition (excluding the value of any such mineral rights) in any jurisdiction in which a mortgage recording tax is payable), subject to Liens as permitted pursuant to Section 7.3, (ii) provide the Administrative Agent with title and extended coverage insurance covering such real property in an Excluded Subsidiaryamount not in excess of the existing Commitments at the time of acquisition, subject to the same general provisions as contained in Section 5.1(h)(iii), as well as a current survey thereof together with a surveyor’s certificate (if applicable) in form and substance reasonably satisfactory to the Administrative Agent, subject to the same general provisions of Section 5.1(h)(ii); provided, however, that the survey requirements of this Section 6.9(b) may be satisfied by a customary “no change” affidavit with respect to any pre-existing or newly commissioned survey obtained in connection with such acquisition (if acceptable for survey coverage), and (iii) if requested by the Administrative Agent, legal opinions relating only to the validity and enforceability (but not the priority) of the Lien of such Mortgage, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, if the fee interest in such real property shall be acquired without a title policy and/or survey which would otherwise meet the foregoing requirements of this Section 6.9(b), then the title policy and/or survey requirements of this Section 6.9(b) shall be limited to that portion of such fee interest which comprises the most valuable real property as used in or material to the business currently conducted thereon at the time of the delivery in question, as reasonably determined by the Administrative Agent; provided however that with respect to the remainder of the fee interest in such property, the title company shall certify only that the mortgagor is the owner of record based on recorded deeds with respect to such real property, subject to all matters of record, all title defects, and all standard exclusions and exceptions; provided however that, other than property otherwise excluded in this Section 6.9, no more than $25,000,000 in value as determined at the time of the relevant acquisition (together with improvements thereof and any related mineral rights owned by any Loan Party intended to be accessed through such real property) of real property shall be excluded as Collateral under this clause (b).
(c) With respect to any new Restricted Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bc), shall include any existing Restricted Subsidiary that ceases to be an Excluded Subsidiary), promptly within thirty (and, in any event, within sixty 30) days of such creation or acquisition (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) unless such Restricted Subsidiary is a Foreign Subsidiary, execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Capital Stock of such new Restricted Subsidiary that is owned by any Loan Party, (ii) unless such Restricted Subsidiary is a Foreign Subsidiary, deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) unless such Restricted Subsidiary is an Excluded Subsidiary, cause such new Restricted Subsidiary (A) to become a party to the Subsidiary Guarantee and Security (1) this Agreement as a Subsidiary Guarantor “Borrower” and a Pledgor, respectively(2) the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new Restricted Subsidiary that is a Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly Group Member (and, in other than by any eventGroup Member that is an Excluded Subsidiary), within sixty thirty (6030) days, provided that days of such time creation or acquisition (or such longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Capital Stock of such new Subsidiary that is directly owned by any such Loan Party (Party, provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Party and take such other action as may be necessary or, in the opinion of (iii) if requested by the Administrative Agent, desirable deliver to perfect the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent’s security interest therein. .
(e) Notwithstanding anything contained in any Loan Document to the abovecontrary, (i) no Capital Stock of any Subsidiary which is Excluded Property Group Member shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. United States (or any political subdivision thereof) or to perfect any security interests in such assets, (ii) no Group Member shall be required to enter into any security agreement governed by the laws of any jurisdiction other than the United States (or any political subdivision thereof), and (iii) no Group Member shall be required to enter into any account control agreements with respect to deposit or securities accounts or take any other steps to perfect any security interest in such accounts or cash or cash equivalents.
(f) At such time as Raven Energy LLC is no longer subject to restrictions set forth in that certain Amended and Restated Credit Agreement, dated as of June 28, 2013, among Raven Energy LLC, as borrower, the lenders listed therein and Tyler Forks Iron Company LLC, as administrative agent, that prohibit Raven Energy LLC from granting security interests in its assets to secure the Obligations, Raven Energy LLC will pledge its assets to secure the Obligations on a pari passu basis with the Revolving Credit Facility and otherwise in accordance with this Section 6.9 assuming that such assets were acquired on the date such restrictions ceased to be in effect.
Appears in 1 contract
Sources: Term Loan Credit Agreement (SunCoke Energy Partners, L.P.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (that is intended to be subject to a Lien created by any Loan Document, other than (x) any property described in paragraph clause (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), this Agreement and (z) property acquired by any Excluded Property) Foreign Subsidiary as to which the Administrative Agent, for the benefit of the Lenders, Lender does not have a perfected Lien, promptly (andpromptly, and in any event, event within sixty 30 (60thirty) days, provided that days of acquiring such time period may be extended in the reasonable discretion of the Administrative Agent) property:
(i) execute and deliver to the Administrative Agent Lender such supplements or amendments to the Security Agreement or such other documents as the Administrative Agent Lender deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a security interest in such property and property; and
(ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a perfected first priority security interest in such property, including the filing of Uniform Commercial Code UCC-1 financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative AgentLender.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph clause (b), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (andpromptly, and in any event, event within sixty thirty (6030) days, provided that such time period may be extended in the reasonable discretion days of the Administrative Agent) creation or acquisition of such Subsidiary:
(i) execute and deliver to the Administrative Agent Lender such supplements or amendments to the Security Agreement any Loan Document as the Administrative Agent Lender deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a perfected first priority security interest in the Capital Stock Equity Interests of such new Subsidiary that is are owned by any Loan Party, ;
(ii) deliver to the Administrative Agent Lender the certificates representing such Capital StockEquity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and ;
(iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such all actions necessary or advisable desirable to grant to the Administrative Agent for the benefit of the Lenders Lender a perfected first priority security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code UCC-1 financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and Lender;
(Civ) to deliver to the Administrative Agent Lender a secretary's certificate of such Subsidiary, substantially in the form of Exhibit Kwith charter documents, with by-laws, and appropriate insertions and attachments.resolutions attached; and
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (iiv) deliver to the Administrative Agent Lender legal opinions relating to the certificates representing such Capital Stockmatters described above, together with undated stock powers, which opinions shall be in blank, executed form and delivered by a duly authorized officer of the relevant Loan Partysubstance, and take such other action as may be necessary orfrom counsel, in satisfactory to the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsLender.
Appears in 1 contract
Sources: Loan Agreement (Air T Inc)
Additional Collateral, etc. (a) With respect to any property (other than Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(d), and (z) Excluded Property) as to which the Administrative Agent, for the ratable benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty ten Business Days (60) days, provided that as such time period may be extended in the reasonable discretion of by the Administrative AgentAgent in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $10,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and in any event within 90 days after the acquisition thereof (as such time period may be extended by the Administrative Agent in its sole discretion)), to the extent requested by the Administrative Agent or the Required Lenders, (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with the foregoing, no later than ten (10) days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.12 (or such later time as may be agreed by the Administrative Agent in its sole discretion but in any event not later than three (3) days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.12), in order to comply with the Flood Laws, the Administrative Agent shall have received the following documents: (A) a completed standard “life of loan” flood hazard determination form, (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification 2125320.12125320.11 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 does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of the Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Loan Party Notice is required to be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Domestic direct or indirect Subsidiary (other than an Excluded Foreign Subsidiary or Immaterial Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases including pursuant to be an Excluded Subsidiarya Permitted Acquisition), promptly (and, and in any event, event within sixty ten Business Days (60) days, provided that as such time period may be extended in the reasonable discretion of by the Administrative AgentAgent in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected security interest and Lien in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in a form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (and the Capital Stock of which is held by a Loan Party), promptly (and, and in any event, event within sixty ten Business Days (60) days, provided that as such time period may be extended in the reasonable discretion of by the Administrative AgentAgent in its sole discretion)) (i) execute and deliver to the Administrative Agent such pledge agreements or amendments to the Security Agreement Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall (y) more than 6566% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary that is owned by such Loan Party be required to be so pledged and (z) more than 100% of the non-voting Capital Stock of any such Excluded 2125320.12125320.11 Foreign Subsidiary that is owned by such Loan Party be required to be pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding , and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from (i) no Capital Stock the lessor of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, its headquarters location and (ii) no Loan Party will be required to take the extent requested by the Administrative Agent, from the lessor of or the bailee related to any action other location in the United States where Collateral is stored or located with a fair market value in excess of $10,000,000, which agreement or letter, in any non-U.S. jurisdiction such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Fitbit Inc)
Additional Collateral, etc. (a) With respect to any property new Subsidiary (other than a Foreign Subsidiary) created or acquired in connection with an Acquisition after the Closing Date (for purposes of this paragraph, any existing Subsidiary that ceases to be a Foreign Subsidiary shall thereupon be deemed to have been created or acquired) by the Borrower or any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lienits Subsidiaries, promptly (and, in following the consummation of any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) Acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Guarantee and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Pledge Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by the Borrower or any Loan Partyof its Subsidiaries, to the extent not otherwise prohibited pursuant to any Contractual Obligation existing as of the date of this Agreement, or under any Contractual Obligation assumed or entered into after the date of this Agreement as permitted by Section 7.12 hereof, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with with, if applicable, undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, as the case may be, and (iii) cause such new Subsidiary to the extent not otherwise prohibited pursuant to any Contractual Obligation existing as of the date of this Agreement, or under any Contractual Obligation assumed or entered into after the date of this Agreement as permitted by Section 7.12 hereof, (A) to become a party to guarantor under the Subsidiary Guarantee and Security Pledge Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security Guarantee and Pledge Agreement with respect to such new Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Agreement or by applicable law or as may be reasonably requested by the Administrative Agent and Agent; provided that, the provisions of this Section 6.11 shall apply only with respect to a newly acquired or created Subsidiary in which the Borrower or any of its Subsidiaries (C) for the avoidance of doubt, such term in this instance shall refer solely to deliver those Subsidiaries directly or indirectly owned by the Borrower prior to the Administrative Agent a certificate time of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachmentsAcquisition) has a direct ownership interest.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property new Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agentwhich, for the benefit purposes of the Lendersthis paragraph (a), does not have a perfected Lienshall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Guarantee and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(b) Upon the addition of any new Real Property as a Borrowing Base Property after the Closing Date, the Borrower shall deliver to the Administrative Agent (a) a certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder.
(c) With respect to Upon the inclusion of any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended Mortgage Note in the reasonable discretion computation of Borrowing Base Value, the Administrative Agent) Borrower shall (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital StockMortgage Note, together with undated stock powersan allonge assigning such Mortgage Note, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside an assignment of the U.S. mortgage securing such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member and (iii) an updated schedule of all Mortgage Notes included in the computation of Borrowing Base Value.
(d) The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to perfect any security interests in such assets.carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents
Appears in 1 contract
Sources: Revolving Credit and Term Loan Agreement (Medical Properties Trust Inc)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that ten Business Days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $1,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty ninety (6090) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor's certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together with undated stock powers, which opinions shall be in blank, executed form and delivered by a duly authorized officer of the relevant Loan Partysubstance, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgorfrom counsel, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant reasonably satisfactory to the Administrative Agent. In connection with the foregoing, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party no later than five (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii5) deliver Business Days prior to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, date on which a Mortgage is executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary orpursuant to this Section 6.12, in order to comply with the opinion of the Administrative AgentFlood Laws, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.the
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property new Subsidiary (other than any Subsidiary of the Tower Notes Guarantor) created or acquired after the Closing Date by CC Operating, Crown USA or any Loan Party Subsidiary Guarantor (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agentwhich, for the benefit purposes of the Lendersthis Section 6.10, does not have a perfected Lienshall include any Unrestricted Borrower Subsidiary that ceases to qualify as such), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (ia) execute and deliver to the Administrative Agent such amendments or supplements to the Security Pledge Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (Subsidiary; provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary shall be required to be so pledged), and (iib) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of CC Operating, Crown USA or such Subsidiary Guarantor, as the relevant Loan Partycase may be, and (c) cause such new Subsidiary (other than a Foreign Subsidiary) (i) to become a party to the Pledge Agreement (or agreements having a substantially equivalent effect), (ii) to take such other action actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral of the type described in the Pledge Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements (or equivalent documents) in such jurisdictions as may be necessary or, in required by the opinion of Pledge Agreement or by law or as may be reasonably requested by the Administrative Agent, desirable (iii) to perfect deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments and (iv) cause such new Subsidiary (other than a Foreign Subsidiary) to promptly provide a joinder agreement in the form of Exhibit J, pursuant to which such new Subsidiary agrees to become a party to this Agreement as a Subsidiary Guarantor, and (d) if reasonably requested by the Administrative Agent’s security interest therein. Notwithstanding , deliver to the Administrative Agent legal opinions relating to the matters described above, (i) no Capital Stock of any Subsidiary which is Excluded Property opinions shall be required to be pledged as Collateralin form and substance, and (ii) no Loan Party will be required from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (xw) any property described in paragraph (b), (c) or (cd) below, (yx) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), ) (y) motor vehicles and other equipment covered by certificates of title and (z) Excluded Property) as any property with respect to which the Administrative Agent, for Agent determines that the cost of obtaining the security interest in such assets exceeds the practical benefit of to the LendersSecured Parties afforded thereby), does not have a perfected Lien, promptly (and, and in any event, event within sixty five (605) days, provided that Business Days or such longer period of time period may be extended in the reasonable discretion of agreed to by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly, to the extent requested by the Administrative Agent, (i) execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3), in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, covering such real property, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage creating a valid first priority Lien (subject to Liens permitted by Section 7.3), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. The parties acknowledge that there are no Mortgages or Mortgaged Properties as of the Closing Date. In the event that after the Closing Date the Loan Parties are required by the terms of this Section 6.12(b) to execute and delivery any Mortgage in respect of any Mortgaged Property, the Loan Parties covenant and agree to comply with the mortgage requirements of each of the Lenders. In furtherance of 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 Closing Date until (1) the date that occurs 30 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; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Party of such notice; and (iii) if such 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 required flood insurance and (2) the Administrative Agent shall have received written confirmation from the Designated Lender that flood insurance due diligence and flood insurance compliance has been completed by the Designated Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed). Each of the Loan Parties acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Commitments or Loans (including the provision of Incremental Loans or any other incremental credit facilities hereunder, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned upon): (1) the prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Mortgaged Properties as required by all applicable flood insurance laws and as otherwise reasonably required by the Administrative Agent and (2) the Administrative Agent shall have received written confirmation from the Designated Lender, flood insurance due diligence and flood insurance compliance has been completed by the Designated Lender (such written confirmation not to be unreasonably withheld, conditioned or delayed), (ii) each of the Loan Parties covenants that with respect to each Mortgaged Property that is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” with respect to which flood insurance has been made available under applicable flood insurance laws, the applicable Loan Party (A) has obtained and will maintain, with financially sound and reputable insurance companies (except to the extent that any insurance company insuring the Mortgaged Property of the Loan Party ceases to be financially sound and reputable, in which case, the Company shall promptly replace such insurance company with a financially sound and reputable insurance company), such flood insurance in such reasonable total amount as the Administrative Agent and the Designated Lender may from time to time reasonably require, and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the flood insurance laws and (B) promptly upon request of the Administrative Agent or the Designated Lender, will deliver to the Administrative Agent or the Designated Lender, as applicable, evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent and the Designated Lender, including, without limitation, evidence of annual renewals of such insurance. As used herein, “Designated Lender” shall mean each of Bank of America, N.A., JPMorgan Chase Bank, N.A., PNC Bank, National Association and Silicon Valley Bank, with respect to each for so long as such Person is a Lender.
(c) With respect to any new Domestic Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases including pursuant to be an Excluded Subsidiarya Permitted Acquisition), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in a form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any security documents governed by foreign law reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) Each Loan Party will be required shall use commercially reasonable efforts (which shall not require any Loan Party to take agree to any action modification to any existing lease or to payment of any fees other than the landlord’s legal or out-of-pocket costs in connection with negotiating the landlord’s agreement or bailee letter) to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location, and unless otherwise agreed by the Administrative Agent, from the lessor of or the bailee related to any other location where Collateral in excess of $1,000,000 in book value is stored or located in the United States, which agreement or letter, in any non-U.S. jurisdiction such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to create the Administrative Agent. After the Closing Date, in the case of real property or warehouse space where in excess of $1,000,000 of Collateral is stored or located shall be leased by any security interest Loan Party and no Inventory (in assets located excess of $1,000,000) Borrower shall use commercially reasonable steps to obtain a landlord agreement or titled outside of bailee letter, as appropriate, reasonably acceptable to the U.S. Administrative Agent with respect to such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or to perfect public warehouse where any security interests in such assetsCollateral is or may be located.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property assets acquired after the Closing Effective Date by the Parent, the Company or any Loan Party Subsidiary (other than (x) any property assets described in paragraph subsection (b) or (c) below, (y) immaterial assets a security interest with respect to which cannot be perfected by filing UCC-1 financing statements and (z) any property assets subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property7.2) as to which the Administrative Agent, for the benefit of the LendersBanks, does not have a perfected LienLien (including, without limitation, the interests of the Company and/or any Subsidiary in any Indebtedness permitted under subsection 7.6(f) and all notes or other instruments evidencing such Indebtedness), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to this Agreement or the Security Agreement or such other documents as the Administrative Agent deems reasonably or the Required Banks deem necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Banks, a security interest in such assets, (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersBanks, a perfected first priority security interest in such propertyassets, subject only to Permitted Liens, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the appropriate Security Agreement or by law or as may be requested by the Administrative Agent and (Ciii) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiary, substantially legal opinions relating to the matters described in the preceding clauses (i) and (ii), which opinions shall be in form of Exhibit Kand substance, with appropriate insertions and attachmentsfrom counsel, reasonably satisfactory to the Administrative Agent.
(cb) With respect to (i) any new Foreign Subsidiary fee interest in any real estate and (other than an Excluded Subsidiaryii) created at the election of Administrative Agent, in Administrative Agent's sole discretion, any leasehold interest in any real estate, in each case acquired before or acquired after the Closing Effective Date by the Parent, the Company or any Loan PartySubsidiary, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (iA) execute and deliver a first priority Fee Mortgage or Leasehold Mortgage (as applicable) subject only to exceptions acceptable to the Administrative Agent such amendments and the Banks and to the Security Agreement Permitted Liens, as the Administrative Agent deems necessary or advisable to grant to case may be, in favor of the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.the
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that three Business Days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $1,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver a first priority Mortgage subject to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to Liens permitted by Section 7.3, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value of such property as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together with undated stock powers, which opinions shall be in blank, executed form and delivered by a duly authorized officer of the relevant Loan Partysubstance, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgorfrom counsel, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant reasonably satisfactory to the Administrative Agent. In connection with the foregoing, for no later than five (5) Business Days prior to the benefit of date on which a Mortgage is executed and delivered pursuant to this Section 6.12, in order to comply with the LendersFlood Laws, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent (for delivery to each Lender) shall have received the certificates representing such Capital Stockfollowing documents (collectively, together with undated stock powers, in blank, executed and delivered by the “Flood Documents”): (A) a duly authorized officer completed standard “life of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.loan” flood
Appears in 1 contract
Sources: Credit Agreement (AdTheorent Holding Company, Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party that is property of the type which would otherwise constitute Collateral subject to the Lien created by any of the Security Documents but is not yet so subject (other than including, without limitation, (x) all Capital Stock held by any property described Loan Party in paragraph (b) any newly formed or (c) below, acquired Subsidiary of the Borrower and (y) all Capital Stock held by any property subject to a Lien expressly permitted by Section 7.3(fLoan Party in any Affiliated Investor), and promptly but in any event within 3060 days after the end of the fiscal quarter during which such property was acquired (z) Excluded Property) or by such later date as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, Agent may agree in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agentits sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably necessary or advisable request to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable reasonably requested to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including (A) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative AgentAgent and (B) the delivery of the certificates (if any) representing any such Capital Stock acquired (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Capital Stock); provided that to extent that the requirements set forth in this clause (a) have not been met with respect to property that is subject to this clause (a) with an aggregate value in excess of 5.0% of the Total Asset Value at any time, the Borrower shall cause the requirements set forth in this clause (a) to be met within 3060 days after the date any such property is acquired to the extent necessary to eliminate such excess.
(b) With respect to any new Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary or an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary or Excluded Foreign Subsidiary) (collectively, the “New Subsidiaries”), promptly (and, but in any event, event within sixty (60) days, provided that such time period may be extended in 3060 days after the reasonable discretion end of the fiscal quarter during which such New Subsidiary was created or acquired (or by such later date as the Administrative Agent) Agent may agree in its sole discretion), (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable may reasonably request to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new New Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new New Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable reasonably requested to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new New Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such New Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachmentsattachments and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that to extent that such New Subsidiaries that have not yet complied with the requirements set forth in this clause (b) have assets with an aggregate value in excess of 5.0% of the Total Asset Value at any time, the Borrower shall cause each such New Subsidiaries to comply with this clause (b) within 3060 days after the date any such Wholly-Owned Subsidiary became a New Subsidiary to the extent necessary to eliminate such excess.
(c) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date directly by any Loan Party, promptly (and, but in any event, event within sixty (60) days, provided that such time period may be extended in 60 days after the reasonable discretion end of the fiscal quarter during which such New Excluded Foreign Subsidiary was created or acquired (or by such later date as the Administrative AgentAgent may agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable may reasonably request to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock Stock, as determined for U.S. federal income tax purposes, of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of or reasonably requested by the Administrative Agent, desirable Agent to perfect the Administrative Agent’s security interest thereintherein and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the aboveforegoing or any other provision of the Loan Documents, (i) no Capital Stock of any Subsidiary which is Excluded Property the Loan Parties shall not be required to be pledged as Collateralundertake such perfection actions in any jurisdictions outside the United States.
(d) Notwithstanding anything set forth herein or any of the other Loan Documents, and (ii) no with respect to any Collateral that is not included in the calculation of the Maximum Permitted Outstanding Amount, the Loan Party will Parties shall not be required to take any action obtain third party acknowledgements, agreements or consents in any non-U.S. jurisdiction to create any security interest in assets located or titled outside support of the U.S. creation, perfection or to perfect any enforcement of security interests in such assetsCollateral. In addition, the requirements of this Section 6.10 shall not apply to any assets or Subsidiaries created or acquired after the Closing Date, as applicable, as to which the Administrative Agent has reasonably determined, and has advised the Borrower, that such requirements need not be satisfied because, inter alia, the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any personal property acquired by any Credit Party after the Closing Date by any Loan Party (date hereof, other than (x) any property described in paragraph subsections 8.18 (b), (c) or (cd) below, (y) any and property subject to a Lien expressly permitted by Section 7.3(fsubsection 9.2(f), and (z) Excluded Property) as to which the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, does not have a first priority perfected Lien, promptly (and, in any event, within sixty (60) days, provided that 30 days following the date of such time period may be extended in the reasonable discretion of the Administrative Agentacquisition) (i) execute and deliver deliver, or cause its Subsidiaries to execute and deliver, to the Administrative Agent such supplements or amendments to the Guarantee and Security Agreement or and such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a security interest in such property property, and (ii) take take, or cause its Subsidiaries to take, all actions reasonably the Administrative Agent deems necessary or advisable to grant confirm to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a perfected first priority security interest in Lien on such property, including the filing of Uniform Commercial Code financing statements Financing Statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic real property acquired by any Credit Party after the date hereof, comply, or cause its Subsidiaries to comply, with the provisions of Section 4.2.
(c) With respect to any Subsidiary (of the Borrower, other than an Excluded Subsidiary) , created or acquired after the Closing Date by any Loan Party date hereof (which, for the purposes of this paragraph (b)subsection, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary and any Permitted Non-Guarantor Entity that becomes a Subsidiary other than an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that 30 days following such time period may be extended in the reasonable discretion of the Administrative Agent) creation or acquisition)
(i) execute and deliver deliver, or cause its Subsidiaries to execute and deliver, to the Administrative Agent such supplements or amendments to the Guarantee and Security Agreement and such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by any Loan PartySubsidiary, (ii) deliver deliver, or cause its Subsidiaries to deliver, to the Administrative Agent the any and all certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer the owner(s) of the relevant Loan Partysuch Capital Stock, and (iii) take, or cause such new Subsidiary (A) its Subsidiaries to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgortake, respectively, (B) to take such all other actions necessary or advisable to grant to the Administrative Agent for deems necessary or desirable to perfect the benefit security interest of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new SubsidiaryAdministrative Agent therein, including the execution and delivery by all necessary Persons of control agreements and the filing of Uniform Commercial Code financing statements Financing Statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Administrative Agent Agent, (iii) cause such Subsidiary to (A) execute and deliver a Pledged Note, (B) become a party to the Guarantee and Security Agreement and any additional Security Documents contemplated thereby and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as take all actions the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such Subsidiary, including the execution and delivery by all necessary Persons of control agreements and the filing of Financing Statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any Excluded Subsidiary or Permitted Non-Guarantor Entity created or acquired after the date hereof by the Borrower or any of its Subsidiaries (which, for the purposes of this subsection, shall include any existing Subsidiary of the Borrower that becomes an Excluded Subsidiary or Permitted Non-Guarantor Entity in compliance with applicable provisions of this Agreement), promptly (and, in any event, within 30 days following such creation or the date of such creation or acquisition)
(i) execute and deliver, or cause its Subsidiaries to execute and deliver, to the Administrative Agent such supplements or amendments to the Guarantee and Security Agreement and such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a perfected first priority security interest in all of the Capital Stock of such new Excluded Subsidiary or Permitted Non-Guarantor Entity that is owned by the Borrower or any such Loan Party of the other Credit Parties (provided that in no event shall not more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary shall be required to be so pledged), and (ii) deliver deliver, or cause its Subsidiaries to deliver, to the Administrative Agent the any and all certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer the owner(s) of such Capital Stock, and take, or cause its Subsidiaries to take, all other actions the Administrative Agent deems necessary or desirable to perfect the security interest of the relevant Loan PartyAdministrative Agent therein, including the execution and take delivery by all necessary Persons of control agreements and the filing of Financing Statements in such other action jurisdictions as may be necessary or, in required by the opinion of Guarantee and Security Agreement or by law or as may be requested by the Administrative Agent, desirable (iii) cause such Excluded Subsidiary or Permitted Non-Guarantor Entity to perfect execute and deliver a Pledged Note (to the extent of any Indebtedness of such Permitted Non-Guarantor Entity to the Borrower or any Subsidiary Guarantor), and (iv) if requested by the Administrative Agent’s , deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) Notwithstanding anything to the contrary in this Section 8.18, the preceding subsections (a), (b), (c) and (d) shall not apply to any property or Subsidiary created or acquired after the date hereof as to which the Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time, effort or expense of obtaining a perfected security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Sources: Credit Agreement (Symbion Inc/Tn)
Additional Collateral, etc. (a) With respect to any property (other than any Excluded Property and other than any Oil and Gas Properties, which are subject to clause (b) below) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) belowParty, (y) any property subject including without limitation pursuant to a Lien expressly permitted by Section 7.3(f7.02(h), and any property that ceases to be Excluded Property (z) Excluded Property) as to which including the Administrative Agent, for vessel currently named the benefit Caesar upon termination of the Lenders, does not have a perfected Lien, related purchase option without exercise) promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments or addendums to the Security Agreement Documents or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertyproperty (subject only to applicable Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement Documents or by law or as may be reasonably requested by the Administrative Agent, in each case within a reasonable time following the applicable requests of the Administrative Agent and receipt of applicable documents, if any.
(b) With respect to the certificate delivered by the Borrower pursuant to Section 6.02 (f)(v)(B) (setting forth the percentage of total value of the proved developed reserves and the proved undeveloped reserves, respectively, that are Mortgaged Properties), in the event that the Mortgaged Properties do not represent at least 80% of the total value of the proved developed reserves attributable to the Oil and Gas Properties and at least 80% of the total value of the proved undeveloped reserves attributable to the Oil and Gas Properties, then the Borrower shall, and shall cause the Guarantors to, promptly, but in any event within 90 days of the date of delivery of such certificate, take all actions necessary and requested by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first-priority Lien on and security interest in additional Oil and Gas Properties not already subject to the Lien of the Mortgages (subject only to applicable Permitted Liens) such that after giving effect thereto, the proved reserves attributable to the Mortgaged Properties will represent at least 80% of each such total value, including without limitation executing Mortgages and other applicable Security Documents, all in form and substance reasonably satisfactory to the Administrative Agent. In connection with the foregoing, the Borrower shall deliver to the Administrative Agent such legal opinions, title opinions, and other information relating to the newly mortgaged Oil and Gas Properties as shall be reasonably requested by the Administrative Agent, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Domestic Subsidiary (other than than, (y) a Subsidiary that, promptly upon its formation incurs Indebtedness pursuant to Section 7.03(h), to the extent such Subsidiary is prohibited under the documents governing such Indebtedness from taking any of the following actions and (z) in the case of clause (iii) below, a Foreign Subsidiary, and in the case of all clauses below, an Immaterial Foreign Subsidiary or an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party including without limitation pursuant to Section 7.02(h), (which, for the purposes of this paragraph (b)paragraph, shall include any existing Subsidiary that ceases to be an Immaterial Foreign Subsidiary or an Excluded Foreign Subsidiary), by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments or addendums to the Security Agreement Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock Equity Interests of such new Subsidiary that is owned by any such Loan PartyParty (subject only to applicable Permitted Liens), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital StockEquity Interests, together with undated stock powerspowers or share transfer forms, in blank, executed and delivered by a duly authorized officer of the relevant applicable Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee Guaranty and the Security Agreement as a Subsidiary Guarantor Documents and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral collateral described in the Security Agreement Documents with respect to such new SubsidiarySubsidiary (subject only to applicable Permitted Liens), including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement Documents or by law or as may be reasonably requested by the Administrative Agent Agent, and (Civ) to if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within a certificate reasonable time following the applicable requests of such Subsidiarythe Administrative Agent and receipt of applicable documents, substantially in the form of Exhibit K, with appropriate insertions and attachmentsif any.
(cd) With respect to (i) any new Excluded Foreign Subsidiary (other than an Excluded Immaterial Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party, including without limitation pursuant to Section 7.02(h), and (ii) any Excluded Foreign Subsidiary of a Loan Party which Subsidiary is existing on the Closing Date but whose Equity Interests are not subject to a Foreign Pledge Agreement, if such Excluded Foreign Subsidiary ceases to be an Immaterial Foreign Subsidiary, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (iA) execute and deliver to the Administrative Agent such amendments or addendums to the Security Agreement Documents or such other documents as the Administrative Agent deems necessary or advisable and requests in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject only to applicable Permitted Liens) in the Capital Stock Equity Interests of such new Subsidiary that is owned by any such the applicable Loan Party Party, (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock Equity Interests of any such new Excluded Foreign Subsidiary be required to be so pledged), and (iiB) deliver to the Administrative Agent the certificates (if any) representing such Capital StockEquity Interests, together with undated stock powerspowers or share transfer forms, in blank, executed and delivered by a duly authorized officer of the relevant applicable Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (C) if requested by the Administrative Agent’s , deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within a reasonable time following the applicable requests of the Administrative Agent and the receipt of any applicable documents.
(e) Notwithstanding anything herein to the contrary, New Dive and its Subsidiaries shall not be required to grant to the Agent, for the benefit of the Secured Parties, a security interest thereinin any property of New Dive or such Subsidiaries in which a security interest can not be perfected by the filing of a financing statement or possession pursuant to the UCC, so long as the New Dive IPO is consummated on or prior to October 31, 2006. Notwithstanding If the aboveNew Dive IPO is not consummated on or prior to October 31, 2006, the Borrower shall promptly, but in any event prior to January 31, 2007 (i) no Capital Stock cause New Dive and its Subsidiaries (other than any Excluded Foreign Subsidiaries) to (A) become parties to all additional Security Documents and (B) take such additional actions necessary and requested by the Administrative Agent to grant to the Administrative Agent for the benefit of any Subsidiary the Secured Parties a perfected first priority security interest (subject only to applicable Permitted Liens) in the collateral described in the Security Documents with respect to New Dive and such Subsidiaries in which is Excluded Property shall the Administrative Agent, for the benefit of the Secured Parties, does not have such a security interest as of such date, including, without limitation, the execution, delivery, and recordation of vessel mortgages in such jurisdictions as may be required to by the Security Documents or by law or as may be pledged as Collateralreasonably requested by the Administrative Agent, and (ii) no Loan Party will if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Helix Energy Solutions Group Inc)
Additional Collateral, etc. (a) With respect to any property acquired by any Credit Party after the Closing Date by any Loan Party (date hereof, other than (x) any property described in paragraph subsections 8.18 (b), (c) or (cd) below, (y) any and property subject to a Lien expressly permitted by Section 7.3(fsubsection 9.2(f), and (z) Excluded Property) as to which the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, does not have a first priority perfected Lien, promptly (and, in any event, within sixty (60) days, provided that 30 days following the date of such time period may be extended in the reasonable discretion of the Administrative Agentacquisition) (i) execute and deliver deliver, or cause its Subsidiaries to execute and deliver, to the Administrative Agent such supplements or amendments to the Security Agreement or and such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a security interest in such property property, and (ii) take take, or cause its Subsidiaries to take, all actions reasonably the Administrative Agent deems necessary or advisable to grant confirm to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a perfected first priority security interest in Lien on such property, including the filing of Uniform Commercial Code financing statements Financing Statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic real property acquired by a Credit Party after the date hereof, or any real property leased by a Credit Party after the date hereof pursuant to a Capitalized Lease, comply, or cause its Subsidiaries to comply, with the provisions of Section 4.2.
(c) With respect to any Subsidiary (of the Borrower, other than an Excluded Subsidiary) , created or acquired after the Closing Date by any Loan Party date hereof (which, for the purposes of this paragraph (b)subsection, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that 30 days following such time period may be extended in the reasonable discretion of the Administrative Agent) creation or acquisition)
(i) execute and deliver deliver, or cause its Subsidiaries to execute and deliver, to the Administrative Agent such supplements or amendments to the Security Agreement and such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by any Loan PartySubsidiary, (ii) deliver deliver, or cause its Subsidiaries to deliver, to the Administrative Agent the any and all certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer the owner(s) of the relevant Loan Partysuch Capital Stock, and (iii) take, or cause such new Subsidiary (A) its Subsidiaries to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgortake, respectively, (B) to take such all other actions necessary or advisable to grant to the Administrative Agent for deems necessary or desirable to perfect the benefit security interest of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new SubsidiaryAdministrative Agent therein, including the execution and delivery by all necessary Persons of control agreements and the filing of Uniform Commercial Code financing statements Financing Statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent Agent, (iii) cause such Subsidiary to (A) execute and deliver a Pledged Note, (CB) become a party to deliver this Agreement by executing this Agreement or a Supplement to the Administrative Agent a certificate of such Subsidiary, substantially Credit Agreement in the form of Exhibit K8.18, with appropriate insertions and attachments.
(cC) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments become a party to the Security Agreement as and any additional Security Documents contemplated thereby in the manner contemplated thereby, and (D) take all actions the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a perfected first priority security interest in the Collateral described in the Security Agreement with respect to such Subsidiary, including the execution and delivery by all necessary Persons of control agreements and the filing of Financing Statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any Excluded Subsidiary created or acquired after the date hereof by the Borrower or any of its Subsidiaries (which, for the purposes of this
(i) execute and deliver, or cause its Subsidiaries to execute and deliver, to the Administrative Agent such supplements or amendments to the Security Agreement and such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a perfected first priority security interest in all of the Capital Stock of such new Excluded Subsidiary that is owned by the Borrower or any such Loan Party of the other Credit Parties (provided that in no event shall not more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary shall be required to be so pledged), and (ii) deliver deliver, or cause its Subsidiaries to deliver, to the Administrative Agent the any and all certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer the owner(s) of such Capital Stock, and take, or cause its Subsidiaries to take, all other actions the Administrative Agent deems necessary or desirable to perfect the security interest of the relevant Loan PartyAdministrative Agent therein, including the execution and take delivery by all necessary Persons of control agreements and the filing of Financing Statements in such other action jurisdictions as may be necessary or, in required by the opinion of Security Agreement or by law or as may be requested by the Administrative Agent, desirable (iii) cause such Excluded Subsidiary to perfect execute and deliver a Pledged Note, and (iv) if requested by the Administrative Agent’s , deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) Notwithstanding anything to the contrary in this Section 8.18, the preceding subsections (a), (b), (c) and (d) shall not apply to any property or Subsidiary created or acquired after the date hereof as to which the Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time, effort or expense of obtaining a perfected security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Sources: Credit Agreement (I Trax Inc)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A), (8), (9), (12), (16), (26), (29), (35) and (z38) Excluded Propertyof the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 120 days (and, in any event, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such United States property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (subject to Permitted Liens) in such property, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) Subject to the last sentence of this paragraph, with respect to any interest in any Material Property either (i) owned at the Closing Date by any Loan Party or (ii) acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (38) of the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 120 days (or such longer period as the Administrative Agent shall reasonably agree, but (solely with respect to any such real property acquired after the Closing Date that constitutes Material Property) in no event prior to the date that is forty-five (45) days after the Company Borrower has given notice of such acquisition to the Administrative Agent and in no event prior to the Company Borrower receiving confirmation from the Administrative Agent that flood insurance due diligence and compliance in accordance with Section 5.5 hereof has been completed (it being understood that the applicable Loan Party’s obligation to grant a Mortgage shall be extended for so long as is required for the Lenders to complete such flood insurance due diligence and compliance)) of the Closing Date or the acquisition of such Material Property, as applicable, (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such interest in real property, (ii) if requested by the Administrative Agent, provide the Lenders with a Title Policy as well as a current ALTA survey thereof (or an existing ALTA survey (accompanied if necessary by a “no-change” affidavit and/or other documents)) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy, together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent; provided that with respect to the Mortgaged Properties listed on Schedule 1.1B for which any Loan Party delivers to the Administrative Agent a second lien priority Mortgage in lieu of a Title Policy the applicable Loan Party shall cause to be delivered to the Administrative Agent a current title search and PZR zoning report reasonably acceptable to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the enforceability, due authorization, execution and delivery of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, (iv) if requested by the Administrative Agent, a completed “Life-of-Loan” Federal Emergency Management Agency standard -105-
(c) With respect to (x) any new Subsidiary Guarantor created or acquired after the Closing Date by any Group Member (which, for the purposes of this Section 5.9(c), shall include any existing Group Member that ceases to be an Excluded Domestic Subsidiary or a Non-Guarantor Subsidiary) or (y) any Domestic Subsidiary that the Company Borrower, at its option, elects to cause to become a Subsidiary Guarantor, within 120 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition or election (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement or other Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such propertynew Subsidiary Guarantor that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary Guarantor (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary Guarantor, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent, and (c) to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(bd) With respect to any new Domestic Restricted Subsidiary which is directly owned by a Borrower or a Guarantor and is a CFC Holdco or a Foreign Subsidiary that is a CFC (in each case, other than an Excluded Immaterial Subsidiary) ), created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any eventParty, within sixty 120 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or other Security Documents and, to the extent requested by the Administrative Agent, a security agreement compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably -106-
(e) With respect to any new Non-Guarantor Subsidiary created or acquired after the Closing Date by any Loan Party (but excluding any such Subsidiary the Capital Stock of which constitutes an Excluded Asset or that is a CFC Holdco or a Foreign Subsidiary that is a CFC), within 120 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Non-Guarantor Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Group Member and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such SubsidiarySubsidiary Guarantor, substantially in form and substance reasonably acceptable to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments.
(cf) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver Notwithstanding anything to the Administrative Agent such amendments to the Security contrary in this Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets., including any intellectual property registered or applied-for in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) certificated equity interests in the Borrower and its Restricted Subsidiaries otherwise required to be pledged pursuant to the terms of any Loan Document and (y) each intercompany note and promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that, to the extent any deposit and securities accounts are under the control of the ABL Agent at any time pursuant to the terms of the ABL-Term Intercreditor Agreement, the ABL Agent shall act as agent and gratuitous bailee for the Administrative Agent for the purpose of perfecting the Administrative Agent’s Liens in such deposit and securities accounts. -107-
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property Additional Guarantor created or acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agentwhich, for the benefit purposes of the Lendersthis paragraph, does not have a perfected Lien, promptly (and, in shall include any eventexisting Subsidiary that ceases to be an Excluded Subsidiary or Transparent Subsidiary), within sixty (60) days, provided that 30 days after the formation or acquisition of such time period may be extended in the reasonable discretion of the Administrative Agent) Subsidiary (i) execute and deliver to the Administrative Agent Lender such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably shall be necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a valid and perfected security interest in the Capital Stock of such property and Additional Guarantor, (ii) deliver to the Lender the certificates, if any, representing such Capital Stock (to the extent constituting “certificated securities” under the applicable UCC), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such Additional Guarantor (A) to become a party to the Security Agreement and the Guarantee and (B) to take all such actions reasonably as are necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a valid and perfected first priority security interest in the Collateral described in the Security Agreement with respect to such propertyAdditional Guarantor, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative AgentLender, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender.
(b) With respect Subject to Section 5.7(i), within 30 days after the formation or acquisition of any new Domestic Subsidiary the Capital Stock of which is owned directly by the Borrower or any Subsidiary Guarantor, the Borrower shall (other than an Excluded Subsidiary) created or acquired after shall cause the Closing Date by any Loan Party (which, for the purposes of this paragraph (brelevant Subsidiary Guarantor to), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent)
(i) execute and deliver to the Administrative Agent Lender such amendments or supplements to the Security Agreement as the Administrative Agent deems shall be necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a valid and perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Partythe Borrower or such Subsidiary Guarantor, and (ii) deliver to the Administrative Agent Lender the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or the relevant Loan PartySubsidiary Guarantor, and take such other action as may be reasonably requested by the Lender in order to perfect the Lender’s security interest therein including, with respect to any Foreign Subsidiary, the execution and delivery of a pledge agreement or similar instrument governed by the law of the jurisdiction in which such Foreign Subsidiary is domiciled.
(iiic) The Borrower shall use its commercially reasonable efforts to (i) grant to the Lender a security interest in the Capital Stock of any newly formed or after-acquired joint venture (or a holding company parent thereof) owned directly by the Borrower or a Subsidiary Guarantor if the amount recorded by the Borrower or such Subsidiary Guarantor as its investment in such joint venture exceeds $25,000,000 and (ii) in the case of any domestic JV Subsidiary (other than an Excluded Subsidiary) to cause such JV Subsidiary to become a Subsidiary Guarantor (in each case, it being understood that such efforts shall not require any economic or other significant concession or result in any material adverse tax consequences with respect the terms or structure of such joint venture arrangements).
(d) Subject to Section 5.7(i), at the request of the Lender, the Borrower shall, within ten days of the Lender’s request, (i) cause such new any Transparent Subsidiary that directly holds the Capital Stock of any 956 Subsidiary or holds Capital Stock of any other Transparent Subsidiary to (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyAgreement, (B) to take such actions as are necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Lender a valid and perfected security interest in the Collateral described in the Security Agreement with respect to such new Transparent Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative Agent Lender, and (C) to deliver enter into such pledge agreements, security agreements and/or similar instruments each in form and substance reasonably satisfactory to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
Lender (c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver including as to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems governing law thereof) that is necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a valid and perfected security interest in the Capital Stock all of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)its property, and (ii) deliver to the Administrative Agent Lender the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Subsidiary, and (iii) if requested by the relevant Loan PartyLender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender.
(e) Within 30 days after the occurrence thereof, the Borrower will notify the Lender of any change to the name, jurisdiction of incorporation or formation or legal form of the Borrower or any Subsidiary Guarantor.
(f) The Borrower shall, and shall cause each Group Member to, from time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Lender may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other action as Loan Documents, or of more fully perfecting or renewing the rights of the Lender with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by any Group Member which may be necessary ordeemed to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by the Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, the Borrower will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Lender may be required to obtain from the Borrower or any Group Member in order to obtain such governmental consent, approval, recording, qualification or authorization.
(g) By June 30 and December 31 of each year, the Borrower shall deliver to the Lender a notice containing a list of all Intellectual Property that has been Registered by the Borrower or any Loan Party in the opinion United States or that qualifies as a Key Foreign Trademark or Key Foreign Patent since the last such notice was delivered (or in the case of the Administrative Agentfirst notice, desirable since the Closing Date), and shall take such steps as the Lender may reasonably request in order to perfect the Administrative Agentsecurity interests granted in such Collateral.
(h) Upon the acquisition by the Borrower or any other Loan Party of fee interests in real property after the Closing Date having an aggregate value of $100,000,000, with respect to any fee interest in any real property having a value (together with improvements thereon) of at least $5,000,000 acquired after the Closing Date by any Loan Party, which interest or rights were acquired in one or a series of transactions after the Closing Date by any Loan Party (in each case, other than any such real property subject to (1) any Contractual Obligation or Requirement of Law that prohibits or restricts compliance with the terms and conditions of this Section 5.7(h) or (2) a Lien expressly permitted by Section 6.2), which, for the purposes of this paragraph, shall include any owned real property of any Loan Party that ceases to be subject to the foregoing restrictions, promptly (i) execute and deliver a Mortgage, in favor of the Lender covering such real property, (ii) if requested by the Lender, (x) provide (A) title insurance covering such real property to the extent available and (B) evidence of insurance covering such real property according to replacement cost, and (C) to the extent obtained by such Loan Party in connection with such acquisition, a current ALTA survey thereof, together with a surveyor’s security interest therein. certificate, and (y) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Lender in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Lender, and (iii) if requested by the Lender deliver to the Lender legal opinions relating to the matters described above, which opinions shall be similar in form and substance to the opinions provided in connection with the Mortgage, and from counsel, reasonably satisfactory to the Lender; it being understood that at all times the Borrower shall have the right not to take any such action in respect of fee interests on real property having an aggregate value of $100,000,000 or less.
(i) Notwithstanding anything to the abovecontrary herein, (i) in no Capital case shall a Person be required to grant a security interest in any stock of a 956 Subsidiary (other than 100% of the non-voting stock (if any) and 65% of the Voting Stock of a first tier 956 Subsidiary), and
(ii) in no case shall more than 65% of the Voting Stock of any 956 Subsidiary which is Excluded Property shall be required directly or indirectly pledged if the pledge would result in deemed dividends to be pledged as Collateral, and (ii) no Loan Party will be required the Borrower or its owners pursuant to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside Section 956 of the U.S. or to perfect any security interests in such assetsCode.
Appears in 1 contract
Sources: First Lien Credit Agreement
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets (as defined in the Guarantee and Collateral Agreement)) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty three (603) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Business Days or such other documents later date as the Administrative Agent deems reasonably may agree in its sole discretion) take all actions necessary or advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $2,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property or such greater amount as shall be reasonably specified by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than five (5) Business Days prior to the date on which a Mortgage is executed and delivered by a duly authorized officer of pursuant to this Section 6.12, in order to comply with the relevant Loan PartyFlood Laws, and the Administrative Agent (iiifor delivery to each Lender) cause such new Subsidiary shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”) and such other documents as any Lender may reasonably request to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelycomplete its flood due diligence, (B) if the improvement(s) to take the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such actions necessary Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or advisable overnight delivery), and (D) if the Loan Party Notice is required to grant be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent for the benefit and each Lender (any of the Lenders a perfected security interest in foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the Collateral described in the Security Agreement with respect to such new Subsidiarycontrary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may no Mortgage will be required by the Security Agreement or by law or as may be requested by the Administrative Agent executed and (C) to deliver delivered until each Lender has confirmed to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lender has satisfactorily completed its flood insurance due diligence and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetscompliance requirements.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any asset or property constituting Collateral (other than such real property described in clause (b) below) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected LienLien (or equivalent concept in the applicable jurisdiction), promptly (and, and in any event, event within sixty thirty (6030) days, provided that days or such time longer or other period as may be extended specified in the reasonable discretion of applicable Security Document, or such longer period as approved by the Administrative Agent) Agent in its sole discretion): (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, the other Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority lien (or equivalent concept in the applicable jurisdiction) security interest and Lien in such property, including (if applicable) the filing of Uniform Commercial Code financing statements or equivalent filings in such jurisdictions as may be required by the applicable Security Agreement or Document, by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property (together with improvements thereof) acquired after the Closing Date by any Loan Party (other than any such real property that has a Fair Market Value less than $250,000), promptly (and in any event within thirty (30) days or such longer period as approved by the Administrative Agent in its sole discretion): (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an Excluded Subsidiaryamount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent), (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Administrative Agent, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey (sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Administrative Agent), (3) any consents, estoppels or SNDAs reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (4) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in appropriate amount, (5) appraisals with respect to each such real property, and (6) such other documents as the Administrative Agent may reasonably request that are available to the Borrower without material expense with respect to any such real property, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to such Mortgage, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new direct or indirect Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bincluding pursuant to a Permitted Acquisition), shall include other than any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty thirty (6030) days, provided that days or such time longer period may be extended in the reasonable discretion of as approved by the Administrative Agent) Agent in its sole discretion): (i) execute and deliver to the Administrative Agent such supplements, joinders or amendments to the applicable Security Agreement Documents or such additional Security Documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest (or equivalent concept in the applicable jurisdiction) in the Capital Stock of such new Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powerspowers or stock transfer forms, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account, and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property, (iii) cause such new Subsidiary Subsidiary, (A) to become a party to the Subsidiary Guarantee and Collateral Agreement and other applicable Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyDocuments, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Agreement Documents, with respect to such new Subsidiary, as the case may be, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially as the case may be, in a form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired location at which the Borrower establishes headquarters after the Closing Date by any Loan Party, promptly (andor such other location at which material books and records are located, in any eventeach case that has Collateral having a value in excess of $500,000, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such each Loan Party (provided that in no event shall more than 65% of use commercially reasonable efforts to obtain a landlord’s agreement from the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsapplicable lessor.
Appears in 1 contract
Sources: Credit Agreement (Navan, Inc.)
Additional Collateral, etc. (a) With respect to any owned property constituting Collateral acquired after the Closing Date by the Borrower or any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) Subsidiary Guarantor as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly Lien (and, except as expressly set forth in any eventthe applicable Security Document), within sixty 30 days of such acquisition (60) days, provided that or within such longer period of time period may be extended in the reasonable discretion of as reasonably consented to by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a (except as expressly set forth in the applicable Security Document) perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) Subject to the last sentence of this Section 7.9(b), with respect to any fee simple interest in any real property having a value of at least $6,000,000 acquired after the Closing Date by the Borrower or any Subsidiary Guarantor within ninety (90) days of such acquisition (or within such longer period of time as reasonably consented to by the Administrative Agent) (A) execute, acknowledge and deliver a Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, in an amount no greater than 125% of the purchase price if the property is located in a state with mortgage recording tax covering such real property, (B) if requested by the Administrative Agent, provide the Secured Parties with (1) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (and endorsements thereto) together with a current ALTA survey thereof, together with a surveyor’s certificate, provided that, if the Borrower is able to obtain a “no change” affidavit acceptable to the title company and does deliver such certificate to the title company to enable it to issue a title policy (x) removing all exceptions which would otherwise have been raised by the title company as a result of the absence of a current survey for such real property and (y) including all endorsements that would otherwise have been included had a current survey been obtained, then a current survey shall not be required; and (2) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (C) a flood hazard certificate, certified to the Administrative Agent, specifying whether such real property is located in a special flood hazard zone and if so, evidence of flood insurance as required by any Requirement of Law and (D) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Closing Date unless and until (a) if such Mortgaged Property relates to a property not located in a flood zone, the date that is five (5) Business Days or (b) if such Mortgaged Property relates to a property located in a flood zone, the date that is fourteen (14) days, after the Administrative Agent has delivered to the Lenders 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 applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by Flood Insurance Laws, evidence of required flood insurance.
(c) With respect to any new Domestic Restricted Subsidiary that is not an Excluded Subsidiary (or such other than an Excluded SubsidiaryRestricted Subsidiary designated by the Borrower as a Subsidiary Guarantor) created or acquired after the Closing Date by any Loan Party Group Member (which, for the purposes of this paragraph (bSection 7.9(c), shall include any existing Restricted Subsidiary that ceases to be a Foreign Subsidiary or an Excluded Subsidiary), promptly (and, in any event, or within sixty (60) days, provided that such period of time period may be extended in the reasonable discretion of as reasonably consented to by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in the Capital Stock of such new Restricted Subsidiary (to the extent constituting Collateral) that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates, if any, representing such Capital Stock, together with undated stock powers or equivalents, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a (to the extent provided in the Guarantee and Collateral Agreement) perfected security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to (i) any new Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by any Group Member that is a Foreign Subsidiary) that is a Material Foreign Subsidiary or a direct or indirect parent of any Material Subsidiaries or (ii) any Foreign Subsidiary owned by any Group Member (other than by any Group Member that is a Foreign Subsidiary) that (x) becomes a Material Foreign Subsidiary or (y) is a direct or indirect parent of any Subsidiary that becomes a Material Foreign Subsidiary, promptly (A) (or within such period of time as reasonably consented to by the Administrative Agent) execute and deliver to the Administrative Agent such amendments or supplements to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (except as expressly set forth in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (BCollateral Agreement) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Foreign Subsidiary (to the extent constituting Collateral) that is owned by any such Loan Party Group Member (provided provided, that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be so pledged), and (iiB) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powerspowers or equivalents, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, as the case may be, and take such other action as may be reasonably necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding , and (C) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) If at any time the aggregate amount of Consolidated EBITDA or Consolidated Total Assets attributable to all Restricted Subsidiaries that are not Material Subsidiaries exceeds five percent (5.0%) of Consolidated EBITDA of the Borrower and its Restricted Subsidiaries for any such period or five percent (5.0%) of Consolidated Total Assets of the Borrower and its Restricted Subsidiaries as of the end of any such fiscal quarter, the Borrower (or, in the event the Borrower has failed to do so within forty-five (45) days, the Administrative Agent) shall designate sufficient Domestic Subsidiaries as “Material Domestic Subsidiaries” or sufficient Foreign Subsidiaries as “Material Foreign Subsidiaries” to eliminate such excess, and such designated Restricted Subsidiaries shall for all purposes of this Agreement constitute Material Domestic Subsidiaries or Material Foreign Subsidiaries, respectively.
(f) Notwithstanding anything to the contrary herein or in any other Loan Document, it is understood and agreed that:
(i) no Capital Stock of any Subsidiary which is Excluded Property Loan Party shall be required to be pledged as Collateralseek any landlord waiver, and bailee letter, estoppel, warehouseman waiver or other collateral access, lien waiver or similar letter or agreement;
(ii) no Loan Party will shall be required to take perfect a security interest in any action asset to the extent perfection of a security interest in such asset would be prohibited under any applicable Law;
(iii) the Administrative Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any Taxes or expenses payable relating to such Lien) is excessive in relation to the benefit to the Lenders of the security afforded thereby as reasonably determined by the Parent Borrower and the Administrative Agent;
(iv) 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 interest interests in any assets located or titled outside of the U.S. or to perfect any or make enforceable such security interests (including any Intellectual Property registered in any non-U.S. jurisdiction) (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction or any requirement to make any filings in any foreign jurisdiction including with respect to foreign Intellectual Property); and
(v) no actions shall be required with respect to assets requiring perfection through control agreements or perfection by “control” (as defined in the UCC) (other than in respect of Indebtedness for borrowed money (other than intercompany Indebtedness) owing to the Loan Parties evidenced by a note in excess of $5,000,000, Indebtedness of any non-Loan Party that is owing to any Loan Party in excess of $5,000,000 (which shall be evidenced by an intercompany note and pledged to the Administrative Agent)) and certificated Capital Stock of Wholly Owned Restricted Subsidiaries that are Material Subsidiaries otherwise required to be pledged pursuant to the Guarantee and Collateral Agreement to the extent otherwise required by Section 7.9(a). Notwithstanding the foregoing, in each case subject to the terms and conditions set forth in the Guarantee and Collateral Agreement, in the case of any Collateral consisting of uncertificated securities in excess of $5,000,000, the applicable Loan Party shall have caused the issuer thereof to either (x) register the Administrative Agent as the owners of such assetsuncertificated securities or (y) promptly agree in writing that such issuer will comply with instructions issued or originated by the Administrative Agent without further consent of such Loan Party.
Appears in 1 contract
Sources: Credit Agreement (IAA, Inc.)
Additional Collateral, etc. (a) With respect to any property acquired personal Property acquired, created or developed (including the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by any Loan Party (other than Excluded Assets), promptly (x) any property described in paragraph execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement (bincluding schedules thereto) or such other documents as the Administrative Agent deems reasonably necessary (cit being understood that amendments or such other documents substantially similar to those delivered to the First Lien Administrative Agent shall satisfy the requirements of this clause (x)) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as grant to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a security interest in such Property and (y) take all actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected Liensecond priority security interest (subject to Permitted Liens) in such Property to the extent required under the Guarantee and Collateral Agreement, promptly including the filing of UCC financing statements in such United States jurisdictions as may be required by the Guarantee and Collateral Agreement (andit being understood that amendments or such other documents substantially similar to those delivered to the First Lien Administrative Agent shall satisfy the requirements of this clause (y)).
(b) With respect to any fee interest in any real property (other than Excluded Assets) acquired after the Closing Date by any Loan Party, as soon as reasonably practicable and in any case on or prior to 30 days after such acquisition or such later date as the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent) shall agree (i) execute and deliver a second priority Mortgage (subject to Permitted Liens), in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) provide the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent) for the benefit of the Secured Parties with title and extended (to the extent available without surveys) coverage insurance covering such real property in an amount at least equal to the purchase price of such real property as well as, if available and reasonably requested by the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent), a current ALTA survey thereof, together with a surveyor’s certificate (in form and substance reasonably satisfactory to the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent)), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (iii) if reasonably requested by the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent), deliver to the Administrative Agent legal opinions of local counsel and counsel in the jurisdiction where the Loan Party that owns such Mortgaged Property is located, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent), and (iv) if such Mortgaged Property is required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder because improvements on such Mortgaged Property are located in an area which has been identified by the director of the Federal Emergency Management Agency as a “special flood hazard area”, provide to the Administrative Agent (A) evidence of a policy of flood insurance that (1) covers such improvements and (2) is written in an amount reasonably satisfactory to the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent) (not to exceed 100% of the value of such improvements) and (B) a confirmation that the applicable Loan Party has received the notice requested pursuant to Section 208.25(i) of Regulation H of the Board.
(c) With respect to any new Restricted Subsidiary that would constitute a Subsidiary Guarantor within the meaning of that term created or acquired after the Closing Date (other than Excluded Subsidiaries) promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents (including schedules thereto) as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected second priority security interest (subject to Permitted Liens) in the Capital Stock of such property and new Restricted Subsidiary that is owned by such Loan Party (other than Excluded Assets) (it being understood that amendments substantially similar to those delivered to the First Lien Administrative Agent shall satisfy the requirements of this clause (i)), (ii) deliver to the First Lien Administrative Agent (or, after the occurrence of a Discharge of First Lien Obligations, the Administrative Agent) (x) the certificates, if any, representing such Capital Stock constituting certificated securities under the UCC, together with undated stock powers, in blank, and (y) any note, instrument or debt security, together with undated instruments of transfer endorsed in blank, in each case executed and delivered by a duly authorized officer of such Loan Party to the extent required by the Guarantee and Collateral Agreement, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take all such actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first second priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Collateral Agreement with respect to such propertyRestricted Subsidiary, including the recording of instruments in the U.S. Patent and Trademark Office and the U.S. Copyright Office, if required, and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be (it being understood that amendments substantially similar to those delivered to the First Lien Administrative Agent shall satisfy the requirements of this clause (iii)), and (iv) if reasonably requested by the First Lien Administrative Agent.
Agent (b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired or, after the Closing Date by any Loan Party (whichoccurrence of a Discharge of First Lien Obligations, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and ), deliver to the Administrative Agent such amendments customary legal opinions relating to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral matters described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachmentsabove.
(cd) With respect to Notwithstanding the foregoing provisions of this Section 5.9 or any new Foreign Subsidiary (other than an Excluded Subsidiary) created provision hereof or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant other Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the aboveDocument, (i) no Capital Stock of any Subsidiary which is Excluded Property the Borrower and Guarantors shall not be required to be pledged as Collateralgrant a security interest in any Excluded Assets, and (ii) no Loan Party will shall be required to take any action actions outside the United States to create or perfect any Liens on the Collateral (including any intellectual property registered in any non-U.S. jurisdiction outside the United States) and no Security Document shall be governed by the laws of any jurisdiction outside the United States, except with respect to create any security interest in assets located in Canada that do not constitute Excluded Assets (to the extent reasonably requested by the Administrative Agent), (iii) the Loan Parties shall not be required to deliver control agreements or titled outside otherwise deliver perfection by “control” (within the meaning of the U.S. or Uniform Commercial Code) (including with respect to deposit accounts, securities accounts and commodities accounts), other than delivery of stock certificates of Subsidiaries (other than Excluded Assets) and instruments, notes and debt securities (and related stock powers, instruments of transfer and endorsements) to the extent required by the Security Documents, and (iv) the Loan Parties shall not be required to perfect any security interests in such assetsCollateral other than as required under the terms of the Security Documents.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Continental Building Products, Inc.)
Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by any Loan Party (other than (xw) any property Real Property or any Property described in paragraph (b) or (c) belowof this Section, (yx) any property Property subject to a Lien expressly permitted by Section 7.3(f7.3(h), 7.3(k) or 7.3(l), (y) any Property acquired by an Excluded Subsidiary or an Excluded Foreign Subsidiary and (z) any Excluded PropertyAsset (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertyProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b)paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by any Group Member, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member (other than any Excluded Subsidiary whose Capital Stock is prohibited from being included in the Collateral pursuant to one or more agreements entered into with any Indebtedness permitted by Section 7.2(g), (h) or (i)), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Partysuch Group Member, and (iii) cause such new Subsidiary (other than an Excluded Subsidiary) (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent Agent, and (Civ) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, provided that, (x) in the event that any restriction prohibiting the pledge of the Capital Stock of any Excluded Subsidiary terminates or lapses, within 60 days thereof, the Borrower shall cause the Capital Stock of such Subsidiary to be pledged pursuant to clauses (i) and (ii) above, and (y) in the event that any Subsidiary ceases to be an Excluded Subsidiary, substantially in the form of Exhibit K, Borrower shall cause such Subsidiary to comply with appropriate insertions and attachments.clause (iii) above
(c) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan PartyGroup Member (other than any Excluded Foreign Subsidiaries), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by such Group Member (other than any such Loan Party Excluded Foreign Subsidiaries), (provided that that, in no event shall (x) more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged and (y) any Capital Stock or assets of any Subsidiary (or other entity) owned by such new Excluded Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Group Member, as the relevant Loan Partycase may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as CollateralAgent thereon, and (iiiii) no Loan Party will if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), 7.3(g) and (z) any property that constitutes Excluded PropertyProperty (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected LienLien and which is intended to constitute Collateral pursuant to the Security Documents, promptly (and, and in any event, event within sixty five (605) days, provided that such time period may be extended in the reasonable discretion Business Days of notice thereof from the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(a) With respect to any fee interest in any Material Real Property acquired after the Closing Date by any Loan Party or owned by a Person that becomes a Loan Party pursuant to this Section 6.10 after the Closing Date (other than (i) any such Material Real Property subject to a Lien expressly permitted by Section 7.3(g) and (ii) any Material Real Property as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Parent Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby), within ninety (90) days after the acquisition thereof or the date such Person becomes a Loan Party, as applicable, (or such later date as the Administrative Agent shall agree to in its sole discretion) execute and deliver to the Administrative Agent the following, each in form and substance reasonably acceptable to the Administrative Agent: (i) a duly executed and acknowledged Mortgage, (ii) a mortgagee title insurance policy insuring the first priority Lien of the Mortgage in an amount no greater than 100% of the fair market value of such Material Real Property as reasonably determined by Parent Borrower acting in good faith, free and clear of all Liens other than Permitted Liens, together with such customary endorsements as reasonably requested by the Administrative Agent, (iii) (A) a new American Land Title Association or American Congress of Surveying and Mapping form survey with respect to such Material Real Property in form reasonably acceptable to the Administrative Agent or (B) an existing survey together with a no change affidavit sufficient for the title insurance company to remove the standard survey exception and issue any applicable survey related endorsements, (iv) customary legal opinions with respect to each Mortgage and (v) a “life-of-loan standard flood hazard determination”, and if such Material Real Property is located in a special flood area, a policy of flood insurance that (1) covers each such parcel and the building(s) located thereon, (2) is in compliance with the coverage required with respect to the particular type of property under the Flood Insurance Laws and otherwise acceptable to the Administrative Agent, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (4) if such property is located in a special flood hazard area, confirmation that the Parent Borrower has received the notice required pursuant to the Flood Insurance Laws.
(b) With respect to (x) any new Domestic Subsidiary (other than any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, (y) any existing Domestic Subsidiary (other than an Excluded Subsidiary) that becomes a Domestic Subsidiary that is not a CFC Holding Company or a Subsidiary of a Foreign Subsidiary or a CFC Holding Company and (z) any existing Domestic Subsidiary that ceases to be an Excluded Subsidiary, within forty-five (45) days (or such later date as the Administrative Agent shall agree to in its sole discretion) after the creation or acquisition of such new Domestic Subsidiary or the date such existing Domestic Subsidiary becomes a Domestic Subsidiary that is not a CFC Holding Company or a Subsidiary of a Foreign Subsidiary or a CFC Holding Company or ceases to be an Excluded Subsidiary, as applicable, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Domestic Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated endorsements, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Domestic Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), d) shall include any existing Subsidiary that ceases to be an Excluded becomes a CFC Holding Company or a Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that days after the creation or acquisition of such time period may be extended in the reasonable discretion of new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative AgentAgent shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such CFC Holding Company or Foreign Subsidiary be required to be so pledged) and (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as the Administrative Agent deems necessary or reasonably advisable to perfect the Administrative Agent’s security interest therein; provided, that such Loan Party shall be required to provide a local law pledge agreement with respect to such Capital Stock (and local law opinions relating to such local law pledge agreement, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent) as reasonably requested by the Administrative Agent.
(d) Notwithstanding anything to the contrary set forth in this Agreement, each Subsidiary Borrower and any other applicable Loan Party shall, on the date such Domestic Subsidiary becomes a Subsidiary Borrower under this Agreement, (A) execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents) as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyBorrower, (iiB) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Company or such other Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Partycase may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (iC) no Capital Stock of any execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents and guarantee documents) as the Administrative Agent deems necessary or advisable for such Subsidiary which is Excluded Property shall be required Borrower to be pledged as Collateral, become a party to each applicable Security Document and guarantee document and (iiD) no Loan Party will be required take all actions necessary or advisable to take any action in any non-U.S. jurisdiction grant to create any the Administrative Agent, for the benefit of the Lenders, a perfected security interest in assets located such property having the highest priority then available, including the filing of Uniform Commercial Code financing statements (or titled outside of the U.S. or to perfect any security interests equivalent documents under local law) in such assetsjurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent.
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Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A), (8), (9), (12), (16), (26), (29), (35) and (z38) Excluded Propertyof the definition of “Permitted Company Group Member Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 90 days (and, in any event, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (subject to Permitted Liens) in such property, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) Subject to the last sentence of this paragraph, with respect to any interest in any Material Property either (i) owned at the Closing Date by any Loan Party or (ii) acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (38) of the definition of “Permitted Company Group Member Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) of the Closing Date or the acquisition of such Material Property, as applicable, (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such interest in real property, (ii) if requested by the Administrative Agent, provide the Lenders with a Title Policy as well as a current ALTA survey thereof (or an existing ALTA survey (accompanied if necessary by a “no-change” affidavit and/or other documents)) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy, together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent; provided that with respect to the Mortgaged Properties listed on Schedule 1.1B for which any Loan Party delivers to the Administrative Agent a second lien priority Mortgage in lieu of a Title Policy the applicable Loan Party shall cause to be delivered to the Administrative Agent a current title search and PZR zoning report reasonably acceptable to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the enforceability, due authorization, execution and delivery of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, (iv) if requested by the Administrative Agent, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Company Borrower), (v) if requested by the Administrative Agent, with respect to any property located in a special flood hazard area, provide a copy of, or a certificate as to coverage and a declaration page relating to, the insurance policies required by Section 5.5, each of which (a) shall be endorsed or otherwise amended to include a lender’s loss payable endorsement, (b) shall identify the address of each property located in a special flood hazard area, (c) shall indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto, (d) shall provide that the insurer will give the Administrative Agent 45 days written notice of cancellation or non-renewal, and (e) shall be otherwise in form and substance satisfactory to the Administrative Agent and (vi) provide evidence reasonably satisfactory to the Administrative Agent of payment by the Company Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies and endorsements contemplated by clause (ii) above. Notwithstanding the foregoing, no Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) shall be required to provide a Mortgage with respect to any Excluded Assets.
(c) With respect to any new Subsidiary Guarantor created or acquired after the Closing Date by any Group Member (which, for the purposes of this Section 5.9(c), shall include any existing Group Member that ceases to be an Excluded Domestic Subsidiary or a Non-Guarantor Subsidiary), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement or other Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such propertynew Subsidiary Guarantor that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary Guarantor (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary Guarantor, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent, and (c) to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(bd) With respect to any new Domestic Restricted Subsidiary which is directly owned by a Borrower or a Guarantor and is a CFC Holdco or a Foreign Subsidiary that is a CFC (in each case, other than an Excluded Immaterial Subsidiary) ), created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any eventParty, within sixty 90 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or other Security Documents and, to the extent requested by the Administrative Agent, a security agreement compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such new CFC Holdco or Foreign Subsidiary that is a CFC that is directly owned by any such Loan PartyParty (provided that in no event shall more than 65% of the total outstanding Voting Stock of any such CFC Holdco or Foreign Subsidiary that is a CFC be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if requested by the Administrative Agent and (C) to Agent, deliver to the Administrative Agent a certificate legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that in the event the stamp, excise or similar taxes of any jurisdiction applicable to the pledge of Capital Stock of any Foreign Subsidiary organized in such jurisdiction are excessive in relation to customary practices or the benefit afforded to the Secured Parties from such pledge and the compliance with the provisions of this Section 5.9(d) would result in the imposition of such Subsidiarystamp, substantially excise or similar taxes on anythe Borrower and its Restricted Subsidiaries, the Administrative Agent may elect not to require the Loan Parties to pledge such Capital Stock of any such Foreign Subsidiary or not to require such pledge to be recorded or registered in any applicable jurisdiction, or may defer such requirement to such date or time as the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent may determine.
(ce) With respect to any new Foreign Non-Guarantor Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly Party (and, in but excluding any eventsuch Subsidiary the Capital Stock of which constitutes an Excluded Asset or that is a CFC Holdco or a Foreign Subsidiary that is a CFC), within sixty 90 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (subject to Permitted Priority Liens) in the Capital Stock of such new Non-Guarantor Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Party, and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Group Member and take (iii) cause such other action as may be necessary ornew Subsidiary Guarantor to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in the opinion of form and substance reasonably acceptable to the Administrative Agent, desirable with appropriate insertions and attachments.
(f) Notwithstanding anything to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, contrary in this Agreement (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) certificated equity interests in the BorrowersBorrower and their respectiveits Restricted Subsidiaries otherwise required to be pledged pursuant to the terms of any Loan Document and (y) the note evidencing the Tower LLC Loan and each intercompany note and promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that, to the extent any deposit and securities accounts are under the control of the ABL Agent at any time pursuant to the terms of the ABL-Term Intercreditor Agreement, the ABL Agent shall act as agent and gratuitous bailee for the Administrative Agent for the purpose of perfecting the Administrative Agent’s Liens in such deposit and securities accounts.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Restatement Effective Date by any Loan Party (other than (x) any Excluded Asset, (y) any property described in paragraph (b), (c) or (cd) below, below and (yz) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within 30 days (and, in any event, within sixty (60) days, provided that or such time period later date as may be extended in the reasonable discretion of agreed by the Administrative Agent) (i) give notice of such acquisition to the Administrative Agent and, if requested by the Administrative Agent, execute and deliver to the Administrative Agent such amendments to the Security U.S. Guarantee and Collateral Agreement or Canadian Guarantee and Collateral Agreement, as applicable, or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyproperty (subject to Liens permitted by Section 7.3), including the filing of Uniform Commercial Code financing statements or PPSA financing statements in such jurisdictions as may be required by the Security U.S. Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, as applicable, or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Wholly Owned Domestic Subsidiary (other than an Excluded Domestic Subsidiary) created or acquired after the Closing Restatement Effective Date by any U.S. Loan Party (which, for the purposes of this paragraph (b), shall include any existing Domestic Subsidiary that ceases to be an Excluded Domestic Subsidiary), promptly within 30 days (and, in any event, within sixty (60) days, provided that or such time period later date as may be extended in the reasonable discretion of agreed by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security U.S. Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any U.S. Loan PartyParty (subject to Liens permitted by Section 7.3 consisting of nonconsensual Liens arising by operation of law), (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (to the extent certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant U.S. Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary U.S. Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security U.S. Guarantee and Collateral Agreement with respect to such new SubsidiarySubsidiary (subject to Liens permitted by Section 7.3), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security U.S. Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit D, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Wholly Owned Canadian Subsidiary (other than an Excluded Canadian Subsidiary) created or acquired after the Restatement Effective Date by any Canadian Loan Party (which, for the purposes of this paragraph (c), shall include any existing Canadian Subsidiary that ceases to be an Excluded Canadian Subsidiary), within 30 days (or such later date as may be agreed by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Canadian Collateral Documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Canadian Loan Party (subject to Liens permitted by Section 7.3 consisting of nonconsensual Liens arising by operation of law), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (to the extent certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Canadian Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Canadian Collateral Documents, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Canadian Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens permitted by Section 7.3), including the filing of PPSA financing statements in such jurisdictions as may be required by the Canadian Collateral Documents or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KD, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new CFC Holdco or Foreign Subsidiary (in each case, other than an Excluded Immaterial Subsidiary) created or acquired after the Closing Restatement Effective Date by any U.S. Loan Party or any Foreign Subsidiary (other than a Canadian Subsidiary or an Immaterial Subsidiary) created or acquired after the Restatement Effective Date by any Canadian Loan Party, promptly within 30 days (and, in any event, within sixty (60) days, provided that or such time period later date as may be extended in the reasonable discretion of agreed by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security U.S. Guarantee and Collateral Agreement or Canadian Guarantee and Collateral Agreement, as applicable, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by any such U.S. Loan Party (subject to Liens permitted by Section 7.3 consisting of nonconsensual Liens arising by operation of law) (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary of such U.S. Loan Party be required to be so pledged)) or Canadian Loan Party, and as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (to the extent certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant U.S. Loan Party or Canadian Loan Party, as applicable, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable Agent reasonably deems necessary or advisable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) Notwithstanding anything to the contrary in this Section 6.10, no Loan Party will Group Member shall be required to take any action in any non-U.S. jurisdiction order to create any perfect the security interest in assets located or titled outside the Collateral granted to the Administrative Agent for the ratable benefit of the U.S. Secured Parties under the laws of any jurisdiction outside the United States or to perfect any security interests in such assetsCanada.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property personal Property acquired after the Closing Date by Parent, Holdings, the Borrower or any Loan Party of Parent’s Wholly Owned Subsidiaries (other than (xv) any property Unrestricted Entity, (w) any personal Property described in paragraph (b) or (c) belowof this Section, (x) any Property subject to a Lien permitted by Sections 9.4(b), (h), (i), (l), and (v), (y) any property subject Property (including Capital Stock) acquired by an Excluded Foreign Subsidiary, an Unrestricted Entity or an Immaterial Subsidiary (in each case only if such acquisitions do not result in such Excluded Foreign Subsidiary, Unrestricted Entity or Immaterial Subsidiary no longer being an Excluded Foreign Subsidiary or an Immaterial Subsidiary or permitted to a Lien expressly permitted by Section 7.3(fbe continued as an Unrestricted Entity hereunder), or that is otherwise excluded from the definition of Collateral pursuant to the first proviso therein, and (z) Excluded Propertyany Property acquired after the date hereof to the extent that the creation of a security interest therein would be prohibited by a Requirement of Law or a Contractual Obligation binding on Parent, Holdings, the Borrower or any Subsidiary that is the owner of such Property (including pursuant to the Partnership Parks Agreements), provided that such Contractual Obligation existed at the time such Property was acquired and was not entered into in anticipation of such acquisition) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (andpromptly, and in any event, within sixty event on or prior to 30 days after such acquisition (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as and to the extent required by the Guarantee and Collateral Agreement or as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyProperty (subject to Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Notwithstanding the foregoing, any Loan Party creating or acquiring Intellectual Property shall be required to take the actions required under the Guarantee and Collateral Agreement in respect of notifications to the Administrative Agent and filings in connection with such Intellectual Property.
(b) With respect to any new Domestic Subsidiary fee interest in any Real Property or leasehold interest in any Park, in each case having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $10,000,000, acquired after the Closing Date by any Loan Party (other than any such Real Property owned by an Excluded Foreign Subsidiary (if such acquisition does not result in such Excluded Foreign Subsidiary no longer being an Excluded Foreign Subsidiary hereunder), Properties subject to the Great Escape Agreements, Properties subject to the Partnership Parks Agreements or Properties subject to a Lien permitted by Sections 9.4(h), (l) or (v)), promptly, and in any event on or prior to 30 days after such acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Agent, for the benefit of the Lenders, covering such Real Property, in form for recording or filing in the recording or filing office of the applicable governmental subdivision where such Mortgaged Property is situated, together with evidence that all filing, documentary, stamp, intangible and mortgage recording taxes, fees, charges, costs and expenses have been paid by Borrower, (ii) if reasonably requested by the Administrative Agent, provide the Administrative Agent with (x) a mortgagee title and extended coverage insurance policy insuring the first priority Lien of the Mortgage upon such Real Property in an amount at least equal to the fair market value of such Real Property (or such other amount as shall be reasonably acceptable to the Administrative Agent), together with (a) such endorsements as the Administrative Agent shall reasonably request and (b) evidence that all premiums in respect of such policy and all related expenses have been paid by Borrower, as well as a current or updated ALTA survey thereof, certified to the Administrative Agent and the applicable title insurance company and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent (provided, that the Loan Parties shall only be required to use commercially reasonable good faith efforts to obtain such consents and estoppels), (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions addressed to the Administrative Agent for the benefit of the Lenders relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, (iv) deliver Flood Certificates with respect to any improved Mortgaged Property and evidence of flood insurance to the extent required by Section 7.1(o) and (v) otherwise take such actions and execute and/or deliver to the Administrative Agent such documents, agreements or instruments as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Liens of any such Mortgage (including, without limitation, the other documents, instruments, affidavits and certificates described in Section 7.1(o) in respect of such Mortgages).
(c) With respect to any new Wholly Owned Subsidiary (other than an Excluded Foreign Subsidiary, an Unrestricted Entity, an Immaterial Subsidiary or an Inactive Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph (b)paragraph, shall include any existing Wholly Owned Subsidiary that ceases to be an Excluded Foreign Subsidiary, an Immaterial Subsidiary or an Inactive Subsidiary or any Unrestricted Entity re-designated as a Subsidiary), promptly (andby Parent or any of its Wholly Owned Subsidiaries, promptly, and in any event, within sixty event on or prior to 30 days after such creation or acquisition (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as and to the extent required by the Guarantee and Collateral Agreement or as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Wholly Owned Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Party and (iii) with respect to any such new Wholly Owned Subsidiary (other than any Unrestricted Entity, an Excluded Foreign Subsidiary, an Immaterial Subsidiary or an Inactive Subsidiary for so long as such Wholly Owned Subsidiary remains an Unrestricted Entity, an Excluded Foreign Subsidiary, an Immaterial Subsidiary or an Inactive Subsidiary), cause such new Wholly Owned Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Wholly Owned Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements statements, the filing of Intellectual Property security agreements, the execution of control agreements and the execution of counterparts to the intercompany note, in such jurisdictions each case as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (Civ) to if reasonably requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiarylegal opinions relating to the matters described above, substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent.
(cd) With respect to any new Foreign Wholly Owned Subsidiary (other than an Excluded Foreign Subsidiary, an Immaterial Subsidiary, an Inactive Subsidiary or an Unrestricted Entity) created or acquired after the Closing Date by any Loan Party, promptly Partnership Parks Entity that ceases to be contractually prohibited (and, in the case of any eventPartnership Parks Entity, within sixty ceases to be subject to any Requirement of Law (60including any fiduciary or similar limitation applicable to the directors or managers thereof) dayseffectively prohibiting it) from becoming a Subsidiary Guarantor or executing the Guarantee and Collateral Agreement or from having all or any portion of its Capital Stock from being pledged under the Guarantee and Collateral Agreement, provided that promptly, and in any event on or prior to 30 days after such time Wholly Owned Subsidiary or Partnership Parks Entity ceases to be prohibited from being a Subsidiary Guarantor (or such longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree in its reasonable discretion) (i) execute and deliver deliver, or cause to be executed and delivered, to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such Person that is owned by Parent or any of its Wholly Owned Subsidiaries (other than an Excluded Foreign Subsidiary, an Immaterial Subsidiary, an Unrestricted Entity or an Inactive Subsidiary), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Parent or such Wholly Owned Subsidiary, as the case may be, and (iii) if applicable, cause such Person (other than an Excluded Foreign Subsidiary, an Immaterial Subsidiary, an Inactive Subsidiary or an Unrestricted Entity) (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Wholly Owned Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements, the filing of Intellectual Property security agreements, the execution of control agreements and the execution of counterparts to the intercompany note, in each case as may be required by the Guarantee and Collateral Agreement or as may be reasonably requested by the Administrative Agent, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by any Loan Party, promptly, and in any event on or prior to 30 days after such creation or acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any such Loan Party (Party, provided that in no event shall more than 65% of any Foreign Subsidiary Voting Stock be required to be so pledged and, provided further, for the avoidance of doubt, that 100% of the total outstanding non-voting Capital Stock stock of any such new Excluded Foreign Subsidiary shall be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if reasonably requested by the Administrative Agent’s security interest therein. , deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(f) Notwithstanding the aboveprovisions of this Section, (i) no Parent shall not be required to create, or to cause its Wholly Owned Subsidiaries to create, a security interest in the Capital Stock of any non-Wholly Owned Subsidiary which acquired after the date hereof to the extent that and for so long as the creation of such a security interest would be prohibited by a Requirement of Law or a Contractual Obligation binding on Parent or the Wholly Owned Subsidiary that is Excluded Property the owner of such Capital Stock; provided, that (A) such Contractual Obligation either (x) was negotiated in good faith in an arm’s length transaction with a Person that is not an Affiliate of Parent or (y) existed at the time such Subsidiary was acquired and was not entered into in anticipation of such acquisition and (B) such prohibition shall be required subject to be pledged as Collateralapplicable law (including Section 9-406, and 9-407, 9-408 or 9-409 of the UCC or any successor provision thereto), (ii) the Partnership Parks Entities and their Property subject to the Partnership Parks Agreements, and the Capital Stock of GP Holdings, Inc. owned by Parent, and the Great Escape Agreements shall be expressly excluded from, and shall not be subject to, any provisions of this Section 8.6 so long as the creation of a security interest under, or the execution of, the Guarantee and Collateral Agreement is prohibited by a Contractual Obligation binding on the Partnership Parks Entities as in effect on the date hereof (subject to the proviso at the end of this clause (ii)) or, with respect to the Capital Stock of GP Holdings, Inc. owned by Parent, is prohibited by the Partnership Parks Agreements as in effect on the date hereof (subject to the proviso at the end of this clause (ii)); provided that the Parent and its Subsidiaries may, subject to Section 9.14(b), enter into amendments, restatements, supplements or other modifications to the Partnership Parks Agreements and replacement agreements having a substantially similar purpose to the Partnership Parks Agreements so long as, in each case, there is no Loan Party will adverse effect on the Lien purported to be required created by the Security Documents in the assets of (x) Parent (other than with respect to the Capital Stock of GP Holdings, Inc.) and (y) Holdings, Borrower or any of their Subsidiaries and (iii) the Administrative Agent may, in its discretion, elect not to take any action in any non-U.S. jurisdiction to create any a security interest or require any title insurance or similar item with respect to those assets as to which the Administrative Agent determines that the cost of obtaining such Lien is excessive in assets located or titled outside relation to the benefit to the Lenders of the U.S. or security afforded thereby (with such election, if any, being advised to perfect the Borrower in writing).
(g) If, at any security interests time, a Subsidiary is designated as an Unrestricted Entity in the manner permitted by this Agreement, Administrative Agent shall, upon the written request of the Borrower, release such assets.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by the Borrower or any Loan Party of its Restricted Subsidiaries (other than (x) any property Property described in paragraph (b), (c) or (cd) below, below and (y) any property Property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to each parcel of real property listed in Schedule 6.9(b), the Borrower will within 90 days after the Closing Date, designate by written notice to the Administrative Agent whether (i) it expects to dispose of such parcel within 90 days after the Closing Date (each parcel so designated, a "Property to be Sold"), or (ii) it expects to retain such parcel (each parcel so designated, a "Retained Property"). With respect to:
(A) any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $1,000,000 acquired after the Closing Date by the Borrower or any Loan Party of its Restricted Subsidiaries (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, ,
(B) any Property to take such actions necessary or advisable to grant to be Sold which is not disposed of within 180 days after the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new SubsidiaryClosing Date, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and and
(C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.Retained Property,
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the ratable benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any eventevent within five (5) Business Days, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and in any event within forty-five (45) days (or such longer period as the Administrative Agent may agree in its sole discretion) of such request), to the extent requested by the Administrative Agent, (i) execute and deliver a first priority (except for any Liens permitted by Section 7.3(g)) Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent, not to exceed the fair market value of the real property) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed reasonably necessary by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with the foregoing, no later than three (3) Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.12, in order to comply with the Flood Laws, the Administrative Agent shall have 74 received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, 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 does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of the Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Loan Party Notice is required to be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent (any of the foregoing being “Evidence of Flood Insurance”).
(c) With respect to any new Domestic direct or indirect Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases including pursuant to be an Excluded Subsidiarya Permitted Acquisition), promptly (and, and in any event, event within sixty ten (6010) days, provided that such time period may be extended in the reasonable discretion of the Administrative AgentBusiness Days) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in a form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, and in any event, event within sixty ten (6010) days, provided that such time period may be extended in the reasonable discretion of the Administrative AgentBusiness Days) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) Each Loan Party will be required shall use commercially reasonable efforts to take obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location, from the lessor of each data center of the Loan Parties, and from the lessor of or the bailee related to any action other location where in excess of $100,000 of Collateral is stored or located, which agreement or letter, in any non-U.S. jurisdiction such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to create the Administrative Agent. After the Closing Date, no Collateral having a book value in excess of $100,000 shall be stored at any security interest in assets located or titled outside new location without the prior written consent of the U.S. Administrative Agent or unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to perfect such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any security interests in such assetsCollateral is or may be located.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property to the extent included in the definition of “Collateral” (including, for the avoidance of doubt, Capital Stock) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) any other Excluded PropertyAssets) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any eventevent within 30 days (or such later date as the Administrative Agent may agree in its sole discretion)), within sixty (60) days, provided that such time period may be extended subject in the reasonable discretion case of Foreign Subsidiaries to the Administrative Agent) Agreed Security Principles, as applicable, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, other applicable Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property as credit support for the Obligations and (ii) take all actions as may be reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties as credit support for the Obligations, a perfected first priority (except as permitted by Section 7.3) security interest and Lien in such property, including including, but not limited to, (A) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, (B) the filing of any other Security Agreement Document or by law or as may be reasonably requested by the Administrative AgentAgent and (C) the delivery of the certificates (if any) representing acquired Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party.
(b) With respect to any new Domestic fee interest in any real property having a book value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and in any event within 60 days (or such longer period as the Administrative Agent may agree in its sole discretion), to the extent requested by the Administrative Agent, subject to the Agreed Security Principles, as applicable, (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties as credit support for the Obligations, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. The parties acknowledge that there are no Mortgages or Mortgaged Properties as of the Closing Date. In the event that after the Closing Date the Loan Parties are required by the terms of this Section 6.12(b) to execute and delivery any Mortgage in respect of any Mortgaged Property, the Loan Parties covenant and agree to comply with the mortgage requirements of each of the Lenders. In furtherance of 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 Closing Date until the date that occurs 30 days (or such shorter period as the Administrative Agent may agree in its sole discretion) 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; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Party of such notice; and (iii) if such 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 required flood insurance. Each of the Loan Parties acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Commitments or Loans, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned upon): the prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Mortgaged Properties as required by all applicable flood insurance laws and as otherwise reasonably required by the Administrative Agent and, (ii) each of the Loan Parties covenants that with respect to each Mortgaged Property that is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” with respect to which flood insurance has been made available under applicable flood insurance laws, the applicable Loan Party (A) has obtained and will maintain, with financially sound and reputable insurance companies (except to the extent that any insurance company insuring the Mortgaged Property of the Loan Party ceases to be financially sound and reputable, in which case, the applicable Loan Party shall promptly replace such insurance company with a financially sound and reputable insurance company), such flood insurance in such reasonable total amount as the Administrative Agent may from time to time reasonably require, and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the flood insurance laws and (B) promptly upon request of the Administrative Agent, will deliver to the Administrative Agent, evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent, including, without limitation, evidence of annual renewals of such insurance.
(c) With respect to any Excluded Subsidiary that ceases to qualify as an Excluded Subsidiary (other than an a Later Formed Material Foreign Subsidiary as set forth in Section 6.11), or any new direct or indirect Subsidiary (other than (i) any Excluded SubsidiarySubsidiary or (ii) any Later Formed Material Foreign Subsidiary as set forth in Section 6.11) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bincluding pursuant to a Permitted Acquisition), shall include promptly, and in any existing Subsidiary that ceases to be an Excluded Subsidiaryevent within 30 Business Days (or such longer period as the Administrative Agent may agree in its sole discretion), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended subject in the reasonable discretion case of Foreign Subsidiaries to the Administrative Agent) Agreed Security Principles, as applicable, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or other applicable Security Agreement Document as the Administrative Agent deems may reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties as credit support for the Obligations, a perfected first priority security interest in the Capital Stock (to the extent not constituting Excluded Assets) of such new Subsidiary that is owned directly by any such Loan Party, (iiParty,(ii) deliver to the Administrative Agent such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Collateral Agreement or other applicable Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyDocuments, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest as credit support for the Obligations in the Collateral described in the Guarantee and Collateral Agreement or other applicable Security Agreement Document, with respect to such new Subsidiary, including including, but not limited to, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, other applicable Security Agreement Document or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary attaching the information required in Section 5.2(e) with respect to such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(civ) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date if reasonably requested by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and , deliver to the Administrative Agent such amendments legal opinions relating to the Security Agreement as the Administrative Agent deems necessary or advisable to grant matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; it being agreed that if such Subsidiary is formed by a Division, for the benefit of foregoing requirements shall be required to be satisfied following the Lenders, a perfected security interest in the Capital Stock formation of such new Subsidiary that is owned by any such Loan Party within the time periods set forth in this Section 6.12(c).
(provided that d) For the avoidance of doubt, notwithstanding anything to the contrary set forth herein, in no event shall more than 65% of will (i) any Excluded Asset be required to be pledged or made Collateral pursuant to the total outstanding voting Capital Stock of Security Documents or (ii) the Borrower or any such new Subsidiary be required to be so pledged)execute any document, and instrument or agreement, complete any filing or take any other action (iiA) deliver with respect to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer perfection of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding in any jurisdiction that is not a Material Jurisdiction or with respect to any assets located outside of a Material Jurisdiction (other than to the aboveextent customary with respect to intellectual property owned by a Subsidiary organized in a Material Jurisdiction, any relevant supra-national registry), (iB) no Capital Stock in connection with the negotiation of or entry into any security agreement or pledge agreement governed under the laws of any Subsidiary which is Excluded Property shall be jurisdiction other than a Material Jurisdiction, or (C) required by the laws of any jurisdiction other than a Material Jurisdiction to create or perfect any security interest or otherwise, in each case for purposes of this clause (ii), other than the delivery of certificates of stock with stock powers otherwise required to be pledged as Collateralpledged, and (ii) no Loan Party will be required in each case, subject to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAgreed Security Principles.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (other than any Excluded Property) acquired after the Closing Date by any Loan Party (other than (x) Party, including without limitation pursuant to Section 7.02(h), or any property described that ceases to be Excluded Property promptly (but in paragraph any event within 30 days after such acquisition or the date on which such property ceases to be Excluded Property (b) or (c) belowsuch longer period as may be agreed to by the Administrative Agent in its sole discretion)), (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (iA) execute and deliver to the Administrative Agent such amendments or addendums to the Security Agreement Collateral Documents or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and Property, (iiB) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertyproperty (subject only to applicable Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement Documents or by law or as may be reasonably requested by the Administrative Agent, (C) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following the applicable requests of the Administrative Agent and receipt of applicable documents, if any, and (D) with respect to any Material Real Property that is a Flood Hazard Property, (1) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (A) as to the fact that such Material Real Property is a Flood Hazard Property, (B) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) such other flood hazard determination forms, notices and confirmations thereof as requested by the Administrative Agent and (2) copies of insurance policies or certificates of insurance of the applicable Loan Party evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders.
(b) With respect to any new Domestic Restricted Subsidiary (other than than, (x) a Subsidiary that, promptly upon its formation incurs Indebtedness pursuant to Section 7.03(h), to the extent such Subsidiary is prohibited under the documents governing such Indebtedness from taking any of the following actions, (y) in the case of clause (iii) below, a Foreign Subsidiary, and (z) in the case of all clauses below, an Immaterial Foreign Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party including without limitation pursuant to Section 7.02(h), (which, for the purposes of this paragraph (b)paragraph, shall include any existing Restricted Subsidiary that ceases to be an Immaterial Foreign Subsidiary or an Excluded Subsidiary), by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments or addendums to the Security Agreement Collateral Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock Equity Interests of such new Restricted Subsidiary that is directly owned by such Loan Party (subject only to applicable Permitted Liens) (provided that in no event shall more than 66% of the total outstanding voting Equity Interests and 100% of the total outstanding nonvoting Equity Interests of any Loan PartyFSHCO, or, in the case of a FSHCO that is a disregarded entity for U.S. tax purposes, 66% of the total outstanding Equity Interests, be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital StockEquity Interests, together with undated stock powerspowers or share transfer forms, in blank, executed and delivered by a duly authorized officer of the relevant applicable Loan Party, and (iii) cause such new Restricted Subsidiary (A) to become a party to the Guaranty, the Collateral Documents, the vessel mortgages and any other applicable security documents reasonably deemed necessary by the Administrative Agent to grant the Administrative Agent for the benefit of the Lenders and the Secured Parties a security interest in all of such new Restricted Subsidiary’s right, title, and interest to the property of such Restricted Subsidiary Guarantee (other than Excluded Property) and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral collateral described in the Security Agreement Collateral Documents and any such other documents with respect to such new SubsidiaryRestricted Subsidiary (in each case, including subject only to applicable Permitted Liens), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement Collateral Documents or by law or as may be reasonably requested by the Administrative Agent Agent, and (Civ) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following the applicable requests of such Subsidiarythe Administrative Agent and receipt of applicable documents, substantially in the form of Exhibit K, with appropriate insertions and attachmentsif any.
(c) With respect to (i) any new Excluded Subsidiary that is a First-Tier Foreign Subsidiary (other than an Excluded Immaterial Foreign Subsidiary) and that is a Restricted Subsidiary created or acquired after the Closing Date by any Loan PartyParty that is a Restricted Subsidiary, including without limitation pursuant to Section 7.02(h), and (ii) any Excluded Subsidiary of a Loan Party that is a First-Tier Foreign Subsidiary which Subsidiary is existing on the Closing Date but whose Equity Interests are not subject to a Foreign Pledge Agreement, if such Excluded Subsidiary ceases to be an Immaterial Foreign Subsidiary, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (iA) execute and deliver to the Administrative Agent such amendments or addendums to the Security Agreement Collateral Documents or such other documents as the Administrative Agent deems necessary or advisable and requests in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject only to applicable Permitted Liens) in the Capital Stock Equity Interests of such new Restricted Subsidiary that is owned directly by any such the applicable Loan Party Party, (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock Equity Interests and 100% of the total outstanding nonvoting Equity Interests of any such new Subsidiary Excluded Subsidiary, or, in the case of a FSHCO that is a disregarded entity for U.S. tax purposes, 66% of the total outstanding Equity Interests, be required to be so pledgedpledged (including pursuant to Section 6.13(b) to the extent applicable)), and (iiB) deliver to the Administrative Agent the certificates (if any) representing such Capital StockEquity Interests, together with undated stock powerspowers or share transfer forms, in blank, executed and delivered by a duly authorized officer of the relevant applicable Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (C) if requested by the Administrative Agent’s , deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following the applicable requests of the Administrative Agent and the receipt of any applicable documents.
(d) In the event that the Title XI Debt ceases to be outstanding (the “Title XI Event”), Cal Dive I-Title XI shall (i) become a party to the Guaranty, (ii) grant the Administrative Agent for the benefit of the Secured Parties a security interest thereinin all of the right, title, and interest in its property (other than Excluded Property), including the Q4000, (iii) take all actions reasonably required by the Administrative Agent to insure the attachment, perfection or priority of, or the ability of the Administrative Agent to enforce, the security interest in such property, including the Q4000 within thirty (30) calendar days following the Title XI Event (or such later date as may be agreed to by the Administrative Agent in its sole discretion) and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following the applicable requests of the Administrative Agent and receipt of applicable documents, if any.
(e) Each Subject Entity shall, as soon as reasonably possible after the Amendment No. Notwithstanding 2 Effective Date and in any event on or before June 30, 2020 (which date may be extended by the aboveAdministrative Agent to a later date prior to December 31, 2020, as reasonably necessary to provide the Borrower sufficient time to complete a tax restructuring (and clear any holding periods related thereto), (i) no Capital Stock become a party to the Guaranty, (ii) grant the Administrative Agent for the benefit of any Subsidiary which is the Secured Parties a security interest in all of the right, title, and interest in such Subject Entity’s property (other than Excluded Property shall be Property), including the Well Enhancer or the ▇▇▇▇▇▇▇, as applicable, (iii) take all actions reasonably required by the Administrative Agent to be pledged insure the attachment, perfection or priority of, or the ability of the Administrative Agent to enforce, the security interest in such property, including the Well Enhancer or the ▇▇▇▇▇▇▇, as Collateralapplicable, and (iiiv) no if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding anything in this Section 6.13 or any other Loan Party will Document to the contrary, neither the Borrower nor any of its Restricted Subsidiaries shall be required to take any action actions in any non-U.S. jurisdiction order to create any or perfect a security interest in assets located the ▇▇▇▇▇ or titled outside of pipelines acquired pursuant to the U.S. Marathon Transaction or to perfect any security interests in such assetsthe Marathon Transaction No. 2.
Appears in 1 contract
Sources: Credit Agreement (Helix Energy Solutions Group Inc)
Additional Collateral, etc. (a) With During any Full Security Period, with respect to any property Specified Property acquired after the Closing Effective Date by the Company or any Loan Party of its Required Subsidiaries (other than (xw) any property Specified Property described in paragraph clause (b) or (c) below, (yx) any property Specified Property subject to a Lien expressly permitted by Section 7.3(f6.01(a) or Section 6.01(l), (y) Specified Property acquired by any Excluded Domestic Subsidiary and (z) Excluded PropertySpecified Property acquired by any Foreign Subsidiary other than Capital Stock of, or acquired by, any Foreign Subsidiary Borrower) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Specified Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertySpecified Property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With During any Full Security Period, with respect to any new Domestic Required Subsidiary (other than an Excluded Domestic Subsidiary) created or acquired after the Closing Effective Date by the Company or any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)its Subsidiaries, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Required Subsidiary that is owned by the Company or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyCompany or such Subsidiary, and as the case may be, (iii) cause such new Required Subsidiary (A) to become a party to the Subsidiary Guarantee and Collateral Agreement and such other Security Agreement Documents, as a Subsidiary Guarantor and a Pledgor, respectivelyapplicable, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement or such other Security Agreement Document, as applicable, with respect to such new Required Subsidiary (however, in the case of a pledge by the new Domestic Subsidiary of voting Capital Stock of a first-tier Foreign Subsidiary, such pledge shall be limited to 65% of such Capital Stock of such first-tier Foreign Subsidiary), including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such new Required Subsidiary, substantially in the form of Exhibit KG, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no new Foreign Pledge Agreement, and no Foreign Pledge Agreement Acknowledgment and Confirmation in respect of any Foreign Pledge Agreement that is in effect on the Effective Date (or any legal opinions in respect thereof), shall be required hereunder (A) 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 (B) to the extent the Administrative Agent 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) With Wherever the Administrative Agent reasonably requests the Company to do anything (i) to ensure that any Security Document is fully effective, enforceable and perfected with the contemplated priority, (ii) for more satisfactorily assuring or securing to the Lenders the property the subject of such Security Document in a manner consistent with such Security Document, or (iii) for aiding the exercise of any right or power in any Security Document, the Company shall (and, with respect to actions by third parties that are not Controlled directly or indirectly by the Company, shall use commercially reasonably efforts to) do it promptly and at its own cost. This may include using commercially reasonable efforts to obtain consents, get documents completed and signed, supply information, deliver documents and evidence of title and executed blank transfers, and give possession or control with respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after property the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock subject of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsForeign Pledge Agreement.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party Group Member (other than (x) any property described in paragraph (b) or (c) below, (y) property acquired by any property subject to a Lien expressly permitted by Section 7.3(f), Excluded Foreign Subsidiary and (z) Excluded Propertyassets acquired pursuant to subsection 8.6(j) as that are not equity interests in, or assets held by, a wholly-owned domestic Subsidiary) that is intended to which be subject to the Administrative Agent, for the benefit security interests created by any of the Lenders, does Security Documents but which is not have a perfected Lienso subject thereto, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant cause the Lien created by the Guarantee and Collateral Agreement to be duly perfected to the Administrative Agent for the benefit extent required by such agreement in accordance with all applicable Requirements of the Lenders a perfected security interest in the Collateral described in the Security Agreement Law with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KJ-3, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan PartyGroup Member (other than by any Group Member that is an 69 Excluded Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party Group Member (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s 's security interest therein. Notwithstanding , and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, (i) no Capital Stock of any Subsidiary which is Excluded Property opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) Upon the request of the Administrative Agent, the Company will, and will cause its Domestic Subsidiaries to, promptly grant to the Administrative Agent, within 60 days of such request, security interests and mortgages in such owned real property of the Company and its Domestic Subsidiaries as are acquired after the Closing Date by the Company or such Subsidiary and that, together with any improvements thereon, have a value, in the aggregate, in excess of $5,000,000, as additional security for the obligations of the Credit Parties under any Credit Document (unless the subject property is already mortgaged to a third party to the extent permitted by subsection 8.2). Such mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens and such other Liens reasonably acceptable to the Administrative Agent. The mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be pledged granted pursuant to the mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. If requested by the Administrative Agent or the Required Lenders, the Company shall provide a lender's title policy with respect to each such mortgage paid for by the Company, issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as Collateralmay be reasonably requested by the Administrative Agent, in form and (ii) no Loan Party will be required substance reasonably acceptable to take any action in any non-U.S. jurisdiction the Administrative Agent, insuring each mortgage as a first lien on the relevant mortgaged property and subject only to create any security interest in assets located or titled outside of Liens expressly agreed to by the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Sources: Credit Agreement (CSK Auto Corp)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A), (8), (9), (12), (16), (17), (18), (27), (30), (36) and (z39) Excluded Propertyof the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly second priority Lien (and, in any event, within sixty (60) days, provided that such time period may be extended in to the reasonable discretion extent so required by the terms of the Security Agreement) within 90 days (or such longer period as the Administrative AgentAgent (or, prior to the Discharge of Senior Obligations, the Designated Senior Representative) shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the relevant Security Agreement Document or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first second priority security interest (subject to Permitted Liens) in such property, including the filing of Uniform Commercial Code financing statements (or equivalent filings in jurisdictions outside of United States) in such jurisdictions as may be required by any Security Document or by applicable law or as may reasonably be requested by the Administrative Agent.
(b) With respect to any interest in any Material Property acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (39) of the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 90 days (or such longer period as the Administrative Agent (or, prior to the Discharge of Senior Obligations, the Designated Senior Representative) shall reasonably agree) after the Closing Date or date of acquisition, as applicable, (A) execute and deliver a second priority Mortgage (subject to Permitted Liens), in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such interest in real property (provided, that to the extent any property to be subject to a Mortgage is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar recording fees or taxes, the relevant Mortgage shall not secure an amount in excess of the Fair Market Value of such property subject thereto unless such jurisdiction imposes a cap on such taxes or fees such that any secured amounts in excess of the Fair Market Value of such property do not result in additional taxes or fees), (B) if requested by the Administrative Agent, provide the Lenders with a Title Policy in an amount not to exceed the Fair Market Value of the real property covered thereby, as well as a current ALTA survey thereof (or an existing ALTA survey, ExpressMap or other similar documentation if available (accompanied if reasonably required by the title company issuing the applicable Title Policy by a “no-change” affidavit and/or other documents) sufficient to remove the general survey exception from the Title Policy and to obtain survey coverage in such Title Policy), together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent, (C) if requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions from counsel in the jurisdictions in which the real property covered by the Mortgage is located relating to the enforceability of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent; and (D) provide evidence reasonably satisfactory to the Administrative Agent of payment by the Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies and endorsements contemplated by this clause (b).
(c) With respect to any Restricted Subsidiary that is not an Excluded Subsidiary created or acquired after the Closing Date by any Group Member (which, for the purposes of this Section 6.9(c), shall include any existing Group Member that ceases to be an Excluded Subsidiary) within 90 days after the date of such creation or acquisition (or such longer period as the Administrative Agent (or, prior to the Discharge of Senior Obligations, the Designated Senior Representative) shall reasonably agree), (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected second priority security interest (subject to Permitted Liens) in the Capital Stock of such Restricted Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent (or, prior to the Discharge of Senior Obligations, the Designated Senior Representative) the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and (iii) cause such Restricted Subsidiary (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor and (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected second priority security interest (subject to Permitted Liens) in the Collateral described in the Security Agreement with respect to such Restricted Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (Cc) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially consistent in form to those delivered on the form of Exhibit K, with appropriate insertions and attachmentsClosing Date pursuant to Section 5.1(f).
(cd) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver Notwithstanding anything to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest contrary in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the abovethis Agreement, (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) 100% of the certificated equity interests required to be pledged hereunder and under the Security Documents and (y) intercompany notes (including the Global Intercompany Note), nor shall leasehold mortgages, landlord waivers or collateral access agreements be required; and (ii) in no event shall Collateral include any Excluded Assets unless the Borrower Representative so elects. For the avoidance of doubt, and without limitation, Section 6.9 shall apply to any division of a Loan Party and to any division of a Group Member required to become a Loan Party pursuant to the terms of the Loan Documents and to any allocation of assets to a series of a limited liability company.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Powerschool Holdings, Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph Sections 6.12(b), (bc) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(fd), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty three (603) days, provided that such time period may be extended in the reasonable discretion of the Administrative AgentBusiness Days) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest (except as expressly permitted by Section 7.3) Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new direct or indirect Material Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for including pursuant to a Permitted Acquisition and including any Immaterial Subsidiary of any Loan Party existing as of the purposes Closing Date which becomes a Material Domestic Subsidiary of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiarysuch Loan Party after the Closing Date), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Material Domestic Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Material Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent Agent, and (C) to deliver to the Administrative Agent a certificate of such Material Domestic Subsidiary, substantially in form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Material First Tier Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Material First Tier Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% sixty-six percent (66%) of the total outstanding voting Capital Stock of any such new Material First Tier Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) Each Loan Party will be required shall use commercially reasonable efforts to take obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any action other location where in excess of One Hundred Thousand Dollars ($100,000) of Collateral is stored or located, which agreement or letter, in any non-U.S. jurisdiction such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to create any security interest in assets located the Administrative Agent. With respect to such locations leased or titled outside owned as of the U.S. Closing Date and thereafter, if the Administrative Agent has not received a landlord’s agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired or leased), the Eligible Inventory at that location shall, in the Administrative Agent’s discretion, be excluded from the Borrowing Base or be subject to perfect such Reserves as may be established by the Administrative Agent in its reasonable credit judgment. After the Closing Date, no real property or warehouse space shall be leased by any security interests Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date, without the prior written consent of the Administrative Agent (which consent, in the Administrative Agent’s discretion, may be conditioned upon the exclusion from the Borrowing Base of Inventory at that location or the establishment of Reserves acceptable to the Administrative Agent) or unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such assetslocation. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.
Appears in 1 contract
Additional Collateral, etc. (a) i. With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that three Business Days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) ii. With respect to any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $1,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together with undated stock powers, which opinions shall be in blank, executed form and delivered by a duly authorized officer of the relevant Loan Partysubstance, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgorfrom counsel, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant reasonably satisfactory to the Administrative Agent. In connection with the foregoing, for no later than five (5) Business Days prior to the benefit of date on which a Mortgage is executed and delivered pursuant to this Section 6.12, in order to comply with the LendersFlood Laws, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent (for delivery to each Lender) shall have received the certificates representing such Capital Stockfollowing documents (collectively, together with undated stock powers, in blank, executed and delivered by the “Flood Documents”): (A) a duly authorized officer completed standard “life of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.loan” flood hazard 99 sf-5537426
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party Borrower (other than (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f6.03(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty ten (6010) daysBusiness Days after the acquisition of such property, provided that or such time period later date as may be extended approved in the reasonable discretion of writing by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents or agreements, in each case, as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such property and (ii) take all actions reasonably necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative AgentAgent (it being agreed that no consents shall be required with respect to any pledge of Equity Interests of non-Wholly Owned Subsidiaries of the Borrowers).
(b) With respect to any new Domestic Wholly-Owned Subsidiary (other than an Excluded Subsidiary) of any Borrower created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)Date, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement and take such other action as the Administrative Agent deems necessary or advisable may require to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock Equity Interests of such new Subsidiary that is owned by any Loan PartyWholly-Owned Subsidiary, (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital StockEquity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower, and (iii) cause such new Wholly Owned Subsidiary (A) to become a party to the Subsidiary Guarantee and Security this Agreement as a Subsidiary Guarantor Borrower by execution and delivery of a Pledgor, respectivelyJoinder Agreement, (B) to become a party to the Guarantee and Collateral Agreement, (C) to take such all actions necessary or advisable required by the Administrative Agent to grant to the Administrative Agent Agent, for the benefit of the Lenders Secured Parties, a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Wholly-Owned Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (CD) to deliver to the Administrative Agent a certificate of such Wholly-Owned Subsidiary, substantially in the form of Exhibit KB, with appropriate insertions and attachments.
, and (civ) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date if requested by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and , deliver to the Administrative Agent such amendments legal opinions relating to the Security Agreement as the Administrative Agent deems necessary or advisable to grant matters described above, which opinions shall be in form and substance, and from counsel, satisfactory to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (other than Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(d), and (z) Excluded Property) as to which the Administrative Agent, for the ratable benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty ten Business Days (60) days, provided that as such time period may be extended in the reasonable discretion of by the Administrative Agent) Agent in its sole discretion))
(i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $10,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and in any event within 90 days after the acquisition thereof (as such time period may be extended by the Administrative Agent in its sole discretion)), to the extent requested by the Administrative Agent or the Required Lenders, (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with the foregoing, no later than ten (10) days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.12 (or such later time as may be agreed by the Administrative Agent in its sole discretion but in any event not later than three (3) days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.12), in order to comply with the Flood Laws, the Administrative Agent shall have received the following documents: (A) a completed standard “life of loan” flood hazard determination form, (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, 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 does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of the Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Loan Party Notice is required to be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Domestic direct or indirect Subsidiary (other than an Excluded Foreign Subsidiary or Immaterial Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases including pursuant to be an Excluded Subsidiarya Permitted Acquisition), promptly (and, and in any event, event within sixty ten Business Days (60) days, provided that as such time period may be extended in the reasonable discretion of by the Administrative AgentAgent in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected security interest and Lien in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in a form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (and the Capital Stock of which is held by a Loan Party), promptly (and, and in any event, event within sixty ten Business Days (60) days, provided that as such time period may be extended in the reasonable discretion of by the Administrative AgentAgent in its sole discretion)) (i) execute and deliver to the Administrative Agent such pledge agreements or amendments to the Security Agreement Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall (y) more than 6566% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary that is owned by such Loan Party be required to be so pledged and (z) more than 100% of the non-voting Capital Stock of any such Excluded Foreign Subsidiary that is owned by such Loan Party be required to be pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding , and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from (i) no Capital Stock the lessor of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, its headquarters location and (ii) no Loan Party will be required to take the extent requested by the Administrative Agent, from the lessor of or the bailee related to any action other location in the United States where Collateral is stored or located with a fair market value in excess of $10,000,000, which agreement or letter, in any non-U.S. jurisdiction such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
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Additional Collateral, etc. (a) With respect If at any time following the Closing Date the aggregate monetary value (as determined by aggregating the monetary value of each item or items of property so acquired on the date of the acquisition thereof) of all property (to the extent not already secured) of any property nature whatsoever acquired by the Borrower or any Subsidiary after the Closing Date by any Loan Party is in excess of $1,000,000 (other than (xi) any property Property described in paragraph (b) or (c) below, below and (yii) any property Property subject to a Lien expressly permitted by Section 7.3(fsubsection 7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyProperty, including without limitation, the filing of Uniform Commercial Code financing statements and filings with the United States Patent and Trademark Office and in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real estate acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than an Excluded Subsidiaryany such real estate subject to a Lien expressly permitted by subsection 7.3(g), (j) or (q) (but in the case of clause (q), only to the extent of such Lien)), promptly (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by subsection 7.3) in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with a title report as well as a current ALTA survey thereof, together with a surveyor's certificate, in each case in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower and its Subsidiaries shall only be required to execute and deliver Mortgages and/or provide title reports and current ALTA surveys covering fee properties acquired after the Closing Date by the Borrower or its Subsidiaries with a fair market value at the time of such acquisition in excess of $1,500,000.
(c) With respect to any new Subsidiary created or acquired after the Closing Date by the Borrower or any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)its Subsidiaries, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock and debt securities of such new Subsidiary that is which are owned by the Borrower or any Loan Partyof its Subsidiaries and required to be pledged pursuant to the Guarantee and Collateral Agreement, (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock and debt securities, together with (A) in the case of such Capital Stock, undated stock powers, powers endorsed in blank, and (B) in the case of such debt securities, endorsed in blank, in each case executed and delivered by a duly authorized officer Responsible Officer of the relevant Loan PartyBorrower or such Subsidiary, and as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as 82 77 may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (Civ) to if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinion shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, provided that notwithstanding the foregoing, only 65% of the voting Capital Stock of any direct foreign Subsidiary of Holdings, the Borrower or any domestic Subsidiary need be pledged under this clause (c), no voting Capital Stock of any foreign Subsidiary of any other foreign Subsidiary need be pledged under this clause (c) and no direct or indirect foreign Subsidiary shall become a certificate Guarantor hereunder or shall be required to pledge any of its assets.
(d) Promptly, but in any event not later than 30 Business Days after the Administrative Agent or the Required Lenders, as applicable, shall have made a request contemplated by subsection 10.17, provide to the Administrative Agent in respect of each Mortgaged Property (i) a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such Subsidiaryinsurance, substantially provided that each such policy shall (A) be in an amount reasonably satisfactory to the Administrative Agent with respect to each Mortgaged Property covered thereby (but not in excess of the fair market value thereof); (B) insure that the Mortgage insured thereby creates a valid first Lien on such Mortgaged Property free and clear of all defects and encumbrances, except as disclosed therein or otherwise permitted by subsection 7.3 (other than subsections 7.3(g) and (q)); (C) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (D) be in the form of Exhibit K, with appropriate insertions and attachments.
ALTA Loan Policy - 1992 (cor equivalent policies) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended extent available in the reasonable discretion applicable jurisdictions; (E) contain such endorsements and affirmative coverage as the Administrative Agent may reasonably request to the extent available in the applicable jurisdictions and available without material cost to the Borrower or its Subsidiaries; and (F) be issued by title companies satisfactory to the Administrative Agent (including any such title companies acting as co-insurers or reinsurers, at the option of the Administrative Agent) and (iii) execute evidence satisfactory to it that all premiums in respect of each such policy, all charges for mortgage recording tax, and deliver all related expenses, if any, have been paid or duly provided for.
(e) Upon the request of the Administrative Agent, to the Administrative Agent extent permitted by applicable Requirements of Law at the time of such amendments request, grant or cause its Subsidiaries to the Security Agreement as the Administrative Agent deems necessary or advisable to grant grant, to the Administrative Agent, for the benefit of the Lenders, a perfected direct security interest in the Capital Stock Station Licenses within 30 days after receipt of such new Subsidiary that is owned by any such Loan Party (request, provided that in no event to the extent FCC consent shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required in connection with granting such security interest, such consent shall be requested within 30 days after receipt of such request and upon receipt of such FCC consent, such security interest shall be granted within 10 Business Days thereof.
(f) Upon the occurrence and during the continuance of (i) any Event of Default with respect to be so pledged)paragraph (a) of Section 8, and (ii) deliver any payment default with respect to any Senior Subordinated Indebtedness, Senior Unsecured Indebtedness or Holdings Discount Indebtedness or (iii) any Event of Default with respect to subsection 7.1, promptly, but in any event not more than 30 Business Days (subject to necessary approvals by the Administrative Agent FCC), following the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion request of the Administrative Agent, desirable cause the assets relating to perfect each Station held by the Borrower to be transferred to its respective License Subsidiary or, at the election of the Administrative Agent’s security interest therein, another Subsidiary that has no other assets or liabilities. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.83 78
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Additional Collateral, etc. (a) With During any Full Security Period, with respect to any property Specified Property acquired after the Closing Date by the Borrower or any Loan Party of its Subsidiaries (other than (x) any property Specified Property described in paragraph (b), (c) or (cd) below, (y) any property Specified Property subject to a Lien expressly permitted by Section 7.3(f), subsection 7.1(a) or 7.1(l) and (z) Specified Property acquired by any Excluded PropertyForeign Subsidiary or by any other Foreign Subsidiary other than Capital Stock of, or acquired by, any Foreign Subsidiary Borrower) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Specified Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertySpecified Property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With During any Full Security Period, with respect to any new Domestic Subsidiary (other than an Excluded a Domestic Subsidiary that is a Receivables Subsidiary) created or acquired after the Closing Date by the Borrower or any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)its Subsidiaries, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Domestic Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and such other Security Documents, as applicable, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement or such other Security Document, as applicable, with respect to such new Domestic Subsidiary (however, in the case of a pledge by the new Domestic Subsidiary of voting Capital Stock of an Excluded Foreign Subsidiary, such pledge shall be limited to 65% of such Capital Stock of such Excluded Foreign Subsidiary), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such new Domestic Subsidiary, substantially in the form of Exhibit I, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, provided that, if the initial investment in or purchase price of such new Domestic Subsidiary is less than $10,000,000, the obligations of the Borrower discussed in clauses (i) through (iv) of this subsection 6.11(a) shall not take effect unless and until the financial statements delivered to the Administrative Agent following each fiscal year of the Borrower pursuant to subsection 6.1(a) show the tangible net worth of such new Domestic Subsidiary to be more than $10,000,000. Notwithstanding the foregoing (subject, however, to the proviso at the end of the immediately preceding sentence), the Borrower shall cause any new Domestic Subsidiary created or acquired at any time prior to the Revolving Credit Termination Date to become a party to the Guarantee and Collateral Agreement for purposes of causing such new Domestic Subsidiary to become a Subsidiary Guarantor and shall take or cause such new Domestic Subsidiary to take such other actions as are described in subclauses (iii)(C) and (iv) above.
(c) During any Full Security Period, with respect to any new Foreign Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries and with respect to each new Foreign Subsidiary Borrower, promptly (i) execute and deliver to the Administrative Agent such amendments to the applicable Security Document or execute such additional Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary or Foreign Subsidiary Borrower that is owned by the Borrower or any of its Domestic Subsidiaries or any Foreign Subsidiary Borrower (in the case of such Foreign Subsidiary Borrower or first-tier Subsidiaries of any Foreign Subsidiary Borrower, to secure the obligations of such Foreign Subsidiary Borrower hereunder), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) in the case of a new Foreign Subsidiary Borrower, cause such new Foreign Subsidiary Borrower (A) to become a party to the applicable Security Document, and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Capital Stock of its Subsidiaries (other than Excluded Foreign Subsidiaries) if such Foreign Subsidiary Borrower is a check the box entity or a pass through entity (each as defined below), and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, provided that, if the initial investment in or purchase price of such new Foreign Subsidiary or Foreign Subsidiary Borrower (as applicable) is less than $10,000,000, the obligations of the Borrower discussed in clauses (i) through (iv) of this subsection 6.11(c)shall not take effect unless and until the financial statements delivered to the Administrative Agent following the end of each fiscal year of the Borrower pursuant to subsection 6.1(a) show the tangible net worth of such new Foreign Subsidiary or Foreign Subsidiary Borrower (as applicable) to be more than $10,000,000. For purposes of this Agreement, (i) a “check the box entity” shall mean an entity that has elected to be, or is by default, an entity that is disregarded as a separate entity from its U.S. parent or owner for U.S. federal income tax purposes, and (ii) a “pass through entity” shall mean an entity that has elected to be, or is by default, treated as a partnership for U.S. federal income tax purposes.
(d) During any Full Security Period, with respect to any new Excluded Foreign Subsidiary owned by the Borrower or any of its Domestic Subsidiaries or by any Foreign Subsidiary Borrower that is a check the box entity or a pass through entity created or acquired after the Closing Date by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the applicable Security Document as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement its Domestic Subsidiaries or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent such a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party Borrower (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such voting Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding , and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, provided that, if the initial investment in or purchase price of such new Excluded Foreign Subsidiary is less than $10,000,000, the obligations of the Borrower discussed in clauses (i) no Capital Stock through (iii) of any this subsection 6.11(d) shall not take effect unless and until the financial statements delivered to the Administrative Agent following the end of each fiscal year of the Borrower pursuant to subsection 6.1(a) show the tangible net worth of such new Excluded Foreign Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsmore than $10,000,000.
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Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party that is property of the type which would otherwise constitute Collateral subject to the Lien created by any of the Security Documents but is not yet so subject (other than including, without limitation, (x) all Capital Stock held by any property described Loan Party in paragraph (b) any newly formed or (c) below, acquired Subsidiary of the Borrower and (y) all Capital Stock held by any property subject to a Lien expressly permitted by Section 7.3(fLoan Party in any Affiliated Investor) (collectively, the “After-Acquired Property”), and promptly but in any event within 60 days after the end of the fiscal year during which such property was acquired (z) Excluded Property) or by such later date as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, Agent may agree in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agentits sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably necessary or advisable request to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable reasonably requested to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including (A) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative AgentAgent and (B) the delivery of the certificates (if any) representing any such Capital Stock acquired (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Capital Stock); provided that to extent that the documents described in clause (i) of this clause (a) have not been executed and delivered or the actions described in clause (ii) of this clause (a) have not been taken, in each case, with respect to any After-Acquired Property with an aggregate value in excess of 5.0% of the Total Asset Value at any time, the Borrower shall cause the requirements set forth in clauses (i) and (ii) of this clause (a) to be met within 60 days after the end of the fiscal quarter during which such limit was exceeded to the extent necessary to eliminate such excess.
(b) With respect to any new Wholly Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary or an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary or Excluded Foreign Subsidiary) (collectively, the “New Subsidiaries”), promptly (and, but in any event, event within sixty (60) days, provided that such time period may be extended in 60 days after the reasonable discretion end of the fiscal year during which such New Subsidiary was created or acquired (or by such later date as the Administrative Agent) Agent may agree in its sole discretion), (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable may reasonably request to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new New Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new New Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable reasonably requested to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new New Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such New Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachmentsattachments and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that to extent that such New Subsidiaries that have not yet executed and delivered the documents and taken the actions described in clauses (i) through (iv) of this clause (b) have assets with an aggregate value in excess of 5.0% of the Total Asset Value at any time, the Borrower shall cause such New Subsidiaries to comply with clauses (i) through (iv) of this clause (b) within 60 days after the end of the fiscal quarter during which such limit was exceeded to the extent necessary to eliminate such excess.
(c) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date directly by any Loan Party, promptly (and, but in any event, event within sixty (60) days, provided that such time period may be extended in 60 days after the reasonable discretion end of the fiscal year during which such New Excluded Foreign Subsidiary was created or acquired (or by such later date as the Administrative AgentAgent may agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable may reasonably request to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock Stock, as determined for U.S. federal income tax purposes, of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of or reasonably requested by the Administrative Agent, desirable Agent to perfect the Administrative Agent’s security interest thereintherein and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the aboveforegoing or any other provision of the Loan Documents, (i) no Capital Stock of any Subsidiary which is Excluded Property the Loan Parties shall not be required to be pledged as Collateralundertake such perfection actions in any jurisdictions outside the United States.
(d) Notwithstanding anything set forth herein or any of the other Loan Documents, and (ii) no with respect to any Collateral that is not included in the calculation of the Maximum Permitted Outstanding Amount, the Loan Party will Parties shall not be required to take any action obtain third party acknowledgements, agreements or consents in any non-U.S. jurisdiction to create any security interest in assets located or titled outside support of the U.S. creation, perfection or to perfect any enforcement of security interests in such assetsCollateral. In addition, the requirements of this Section 6.10 shall not apply to any assets or Subsidiaries created or acquired after the Closing Date, as applicable, as to which the Administrative Agent has reasonably determined, and has advised the Borrower, that such requirements need not be satisfied because, inter alia, the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A), (8), (9), (12), (16), (26), (29), (35) and (z38) Excluded Propertyof the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 90 days (and, in any event, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (subject to Permitted Liens) in such property, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) Subject to the last sentence of this paragraph, with respect to any interest in any Material Property either (i) owned at the Closing Date by any Loan Party or (ii) acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (38) of the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) of the Closing Date or the acquisition of such Material Property, as applicable, (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such interest in real property, (ii) if requested by the Administrative Agent, provide the Lenders with a Title Policy as well as a current ALTA survey thereof (or an existing ALTA survey (accompanied if necessary by a “no-change” affidavit and/or other documents)) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy, together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent; provided that with respect to the Mortgaged Properties listed on Schedule 1.1B for which any Loan Party delivers to the Administrative Agent a second lien priority Mortgage in lieu of a Title Policy the applicable Loan Party shall cause to be delivered to the Administrative Agent a current title search and PZR zoning report reasonably acceptable to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the enforceability, due authorization, execution and delivery of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, (iv) if requested by the Administrative Agent, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Company Borrower), (v) if requested by the Administrative Agent, with respect to any property located in a special flood hazard area, provide a copy of, or a certificate as to coverage and a declaration page relating to, the insurance policies required by Section 5.5, each of which (a) shall be endorsed or otherwise amended to include a lender’s loss payable endorsement, (b) shall identify the address of each property located in a special flood hazard area, (c) shall indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto, (d) shall provide that the insurer will give the Administrative Agent 45 days written notice of cancellation or non-renewal, and (e) shall be otherwise in form and substance satisfactory to the Administrative Agent and (vi) provide evidence reasonably satisfactory to the Administrative Agent of payment by the Company Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies and endorsements contemplated by clause (ii) above. Notwithstanding the foregoing, no Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) shall be required to provide a Mortgage with respect to any Excluded Assets.
(c) With respect to any new Subsidiary Guarantor created or acquired after the Closing Date by any Group Member (which, for the purposes of this Section 5.9(c), shall include any existing Group Member that ceases to be an Excluded Domestic Subsidiary or a Non-Guarantor Subsidiary), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement or other Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such propertynew Subsidiary Guarantor that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary Guarantor (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary Guarantor, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent, and (c) to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(bd) With respect to any new Domestic Restricted Subsidiary which is directly owned by a Borrower or a Guarantor and is a CFC Holdco or a Foreign Subsidiary that is a CFC (in each case, other than an Excluded Immaterial Subsidiary) ), created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any eventParty, within sixty 90 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or other Security Documents and, to the extent requested by the Administrative Agent, a security agreement compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such new CFC Holdco or Foreign Subsidiary that is a CFC that is directly owned by any such Loan PartyParty (provided that in no event shall more than 65% of the total outstanding Voting Stock of any such CFC Holdco or Foreign Subsidiary that is a CFC be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if requested by the Administrative Agent and (C) to Agent, deliver to the Administrative Agent a certificate legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that in the event the stamp, excise or similar taxes of any jurisdiction applicable to the pledge of Capital Stock of any Foreign Subsidiary organized in such jurisdiction are excessive in relation to customary practices or the benefit afforded to the Secured Parties from such pledge and the compliance with the provisions of this Section 5.9(d) would result in the imposition of such Subsidiarystamp, substantially excise or similar taxes on the Borrower and its Restricted Subsidiaries, the Administrative Agent may elect not to require the Loan Parties to pledge such Capital Stock of any such Foreign Subsidiary or not to require such pledge to be recorded or registered in any applicable jurisdiction, or may defer such requirement to such date or time as the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent may determine.
(ce) With respect to any new Foreign Non-Guarantor Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly Party (and, in but excluding any eventsuch Subsidiary the Capital Stock of which constitutes an Excluded Asset or that is a CFC Holdco or a Foreign Subsidiary that is a CFC), within sixty 90 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (subject to Permitted Priority Liens) in the Capital Stock of such new Non-Guarantor Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Party, and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Group Member and take (iii) cause such other action as may be necessary ornew Subsidiary Guarantor to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in the opinion of form and substance reasonably acceptable to the Administrative Agent, desirable with appropriate insertions and attachments.
(f) Notwithstanding anything to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, contrary in this Agreement (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) certificated equity interests in the Borrower and its Restricted Subsidiaries otherwise required to be pledged pursuant to the terms of any Loan Document and (y) each intercompany note and promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that, to the extent any deposit and securities accounts are under the control of the ABL Agent at any time pursuant to the terms of the ABL-Term Intercreditor Agreement, the ABL Agent shall act as agent and gratuitous bailee for the Administrative Agent for the purpose of perfecting the Administrative Agent’s Liens in such deposit and securities accounts.
Appears in 1 contract
Additional Collateral, etc. (a) With Subject to and consistent with the Security and Guarantee Principles, with respect to any property (other than Excluded Assets) acquired (including any acquisition pursuant to Division) at any time after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, will promptly (and, and in any event, within sixty no event later than ninety (6090) days, provided that days (or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree)) (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Agreement Documents or execute all such other documents or do all such acts as the Administrative Collateral Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first second priority security interest (subject to Permitted Liens) in such property, including (where applicable) the filing of Uniform Commercial Code UCC financing statements in such United States jurisdictions as may be required by the U.S. Security Agreement, the U.S. Pledge Agreement or by law or as may reasonably be requested by the Administrative Collateral Agent.
(b) With Subject to and consistent with the Security and Guarantee Principles, with respect to (A) any new Domestic Restricted Subsidiary (other than an Excluded a Non-Guarantor Subsidiary) that is established, created or acquired after the Closing Date by any Loan Party (which, for including upon the purposes consummation of this paragraph (ba Division), shall include (B) any existing Restricted Subsidiary of a Loan Party (regardless of when established, created or acquired) that ceases to be an Excluded Subsidiary)a Non-Guarantor Subsidiary or (C) any Restricted Subsidiary that becomes a Co-Borrower, will promptly (and, and in any event, within sixty no event later than ninety (6090) days, provided that days after the Guarantor Trigger Date (or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree)) (i) execute and deliver to the Administrative Collateral Agent such amendments to this Agreement and the Security Agreement Documents or execute all such documents or do all such acts as the Administrative Collateral Agent deems necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first second priority security interest in the Capital Stock of such new Restricted Subsidiary (to the extent of a type included in the definition of “Collateral”) that is owned by any Loan Party, (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the relevant Loan Party, Party and (iii) cause such new Restricted Subsidiary (Aa) to execute and deliver to the Collateral Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Collateral Agent to become a party Subsidiary Guarantor or Co-Borrower (y) a joinder agreement to the Subsidiary Guarantee U.S. Security Agreement, substantially in the form annexed thereto, or additional Foreign Security Documents, to the extent applicable, substantially in the same form as the Foreign Security Documents governed by the laws of such Restricted Subsidiary’s jurisdiction of organization and Security executed and delivered by other Loan Parties pursuant to this Agreement as and (z) a Subsidiary Guarantor and a Pledgor, respectivelycounterpart of the Global Intercompany Note, (Bb) to take such actions reasonably necessary or advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the Lenders Secured Parties, a perfected second priority security interest in the Collateral described in the U.S. Security Agreement Documents or Foreign Security Documents, as applicable, with respect to such new Restricted Subsidiary, including (where applicable) the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the U.S. Security Agreement, the U.S. Pledge Agreement or such other filings as may be required by U.S. Security Documents, the Foreign Security Documents or by law or as may be requested by the Administrative Collateral Agent and (Cc) to deliver to the Administrative Collateral Agent (i) a certificate of such Restricted Subsidiary, substantially in the form of Exhibit KD, with appropriate insertions and attachmentsattachments and (ii) if reasonably requested by the Collateral Agent, a legal opinion from counsel to such Restricted Subsidiary in form and substance satisfactory to the Collateral Agent.
(c) With Subject to and consistent with the Security and Guarantee Principles, with respect to any new Foreign Non-Guarantor Subsidiary (other than an Excluded Subsidiary) established, created or acquired after the Closing Date by any Loan Party, Party (including upon the consummation of a Division) to the extent the Capital Stock of such entity is not an Excluded Asset will use commercially reasonable efforts to promptly (and, and in any event, within sixty no event later than ninety (6090) days, provided that days (or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree)) (i) execute and deliver to the Administrative Collateral Agent such amendments to the this Agreement, any U.S. Security Agreement Document or any Foreign Security Document as the Administrative Collateral Agent deems necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected second priority security interest (subject to Permitted Liens) in the Capital Stock of such new Non-Guarantor Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the relevant Loan Party.
(d) In the event that the 20% Test is not satisfied as of the last day of any Specified Test Period, and take such other action within 20 Business Days of the date on which Financial Statements Certificate was (or was required to be) delivered pursuant to Section 8.1(c), as may be necessary orapplicable, in respect of such Specified Test Period, the opinion of Borrower shall designate in writing to the Administrative Agent sufficient Restricted Subsidiaries (excluding Excluded Subsidiaries) (the “Additional Material Subsidiaries”) as Material Subsidiaries to satisfy the 20% Test. Additional Material Subsidiaries shall no longer constitute Immaterial Subsidiaries under this Agreement.
(e) If the Borrower has failed to comply with Section 8.8(d), the Administrative Agent may designate Restricted Subsidiaries (excluding Excluded Subsidiaries) as Additional Material Subsidiaries to satisfy the 20% Test.
(f) At its option in its sole discretion, upon written notice to the Administrative Agent, desirable the Borrower may, from time to perfect time, release the designation of one or more Restricted Subsidiaries as Additional Material Subsidiaries (and as result of such release, such Restricted Subsidiaries shall be Immaterial Subsidiaries to the extent the 5% Test is satisfied) and include other Restricted Subsidiaries as Additional Material Subsidiaries, so long as after such revised designations the 20% Test continues to be satisfied.
(g) Notwithstanding anything to the contrary herein, the Administrative Agent’s security interest therein. Notwithstanding Agent may in its reasonable discretion (and without the above, (i) no Capital Stock consent of any Subsidiary which is Excluded Property shall Lender or other Secured Party) make exceptions and waive compliance with any requirement under this Section 8.8 if and to the extent the Borrower and the Administrative Agent reasonably agree that the cost associated with such compliance would be required excessive in relation to be pledged as Collateral, and (ii) no Loan Party will be required the value afforded thereby to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsSecured Parties.
Appears in 1 contract
Sources: Second Lien Credit and Guaranty Agreement (Informatica Inc.)
Additional Collateral, etc. (a) With respect to any property new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agentwhich, for the benefit purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Lenders, does not have a perfected LienBorrower or any of its Subsidiaries, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Guarantee and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, and as the case may be, (iii) cause such new Subsidiary (other than any such Subsidiary which is a Permitted Joint Venture Entity or is a party to a receivables facility permitted under this Agreement) (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent Agent, and (Civ) to if reasonably requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiarylegal opinions relating to the matters described above, substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent.
(cb) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower or any Loan Partyof its Subsidiaries (other than any Excluded Foreign Subsidiaries), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any such Loan Party of its Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as CollateralAgent thereon, and (iiiii) no Loan Party will if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Perkinelmer Inc)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, below or (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g)), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty thirty (6030) days, provided that Business Days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement (or in the case of a foreign Loan Party, a comparable collateral document that is customary in the applicable foreign jurisdiction) or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement (or any comparable foreign collateral document) or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property located in the United States having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created of at least $5,000,000 (or such greater amount as the Administrative Agent may agree in its sole discretion) acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if requested by the Administrative Agent Agent, provide the Lenders with title and (C) to deliver to the Administrative Agent a certificate of extended coverage insurance covering such Subsidiary, substantially real property in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, amount not in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion excess of the Administrative Agent) (i) execute and deliver to fair market value as reasonably estimated by the Administrative Agent such amendments to the Security Agreement Borrower as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, well as a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stockcurrent ALTA survey thereof, together with undated stock powersa surveyor’s certificate, in blank, executed and delivered by a duly authorized officer each of the relevant Loan Party, foregoing in form and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.substance reasonably satisfactory 102 ny-2096649 v7
Appears in 1 contract
Sources: Credit Agreement (Accuray Inc)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (xA) any property described in paragraph (b) or (c) below, (yB) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), (C) so long as the Fixed Obligations Payment Date has not occurred, any Fixed Asset Priority Collateral as to which the Controlling Fixed Asset Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby and (zD) any property as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby, (E) any property that is Excluded PropertyProperty (as defined in the Guarantee and Collateral Agreement) and (F) any real property)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in any such property, including property (with the filing of Uniform Commercial Code financing statements in such jurisdictions as may be priority required by the Security Agreement or by law or as may be requested by the Administrative Agent.Intercreditor Agreement), 111
(b) With respect to any new Domestic Subsidiary (other than an any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bc), shall include (1) any existing Subsidiary that becomes a Domestic Subsidiary that is not an Excluded Subsidiary and (2) any existing Domestic Subsidiary that ceases to be an Excluded Subsidiary), promptly ) within thirty (and, in any event, within sixty 30) days after the creation or acquisition of such new Domestic Subsidiary (60) days, provided that or such time period may be extended in the reasonable discretion of later date as the Administrative AgentAgent shall agree to in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powersendorsements, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Party and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected security interest with the priority required by the Intercreditor Agreement in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) subject to the Intercreditor Agreement, to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments.
(c) With respect to any new CFC Holding Company or Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan PartyParty (which, promptly for the purposes of this paragraph (andd), in shall include any eventexisting Subsidiary that becomes a CFC Holding Company or a Foreign Subsidiary), within sixty (60) days, provided that days after the creation or acquisition of such time period may be extended in the reasonable discretion of new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative AgentAgent shall agree to in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new CFC Holding Company or Foreign Subsidiary be required to be so pledged), and (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates certificates, if any, representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Party and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable Agent deems necessary or reasonably advisable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.112
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party the Borrower and each Wholly Owned Subsidiary created or acquired to hold capital stock of financial planning entities or entities in related businesses (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f"Holding Subsidiary"), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Guarantee and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Subsidiary (if it is a Holding Subsidiary) (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cb) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Partythe Borrower and each Holding Subsidiary (other than by Holding Subsidiary that is an Excluded Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party Group Member (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s 's security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no Loan Party will if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Sources: Credit Agreement (National Financial Partners Corp)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), 7.3(g) and (z) any property that constitutes Excluded PropertyProperty (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected LienLien and which is intended to constitute Collateral pursuant to the Security Documents, promptly (and, and in any event, event within sixty five (605) days, provided that such time period may be extended in the reasonable discretion Business Days of notice thereof from the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.. 109
(b) With respect to any fee interest in any Material Real Property acquired after the Closing Date by any Loan Party or owned by a Person that becomes a Loan Party pursuant to this Section 6.10 after the Closing Date (other than (i) any such Material Real Property subject to a Lien expressly permitted by Section 7.3(g) and (ii) any Material Real Property as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Parent Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby), within ninety (90) days after the acquisition thereof or the date such Person becomes a Loan Party, as applicable, (or such later date as the Administrative Agent shall agree to in its sole discretion) execute and deliver to the Administrative Agent the following, each in form and substance reasonably acceptable to the Administrative Agent:
(i) a duly executed and acknowledged Mortgage, (ii) a mortgagee title insurance policy insuring the first priority Lien of the Mortgage in an amount no greater than 100% of the fair market value of such Material Real Property as reasonably determined by Parent Borrower acting in good faith, free and clear of all Liens other than Permitted Liens, together with such customary endorsements as reasonably requested by the Administrative Agent, (iii) (A) a new American Land Title Association or American Congress of Surveying and Mapping form survey with respect to such Material Real Property in form reasonably acceptable to the Administrative Agent or (B) an existing survey together with a no change affidavit sufficient for the title insurance company to remove the standard survey exception and issue any applicable survey related endorsements, (iv) customary legal opinions with respect to each Mortgage and (v) a “life-of-loan standard flood hazard determination”, and if such Material Real Property is located in a special flood area, a policy of flood insurance that (1) covers each such parcel and the building(s) located thereon, (2) is in compliance with the coverage required with respect to the particular type of property under the Flood Insurance Laws and otherwise acceptable to the Administrative Agent, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (4) if such property is located in a special flood hazard area, confirmation that the Parent Borrower has received the notice required pursuant to the Flood Insurance Laws.
(c) With respect to (x) any new Domestic Subsidiary (other than any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, (y) any existing Domestic Subsidiary (other than an Excluded Subsidiary) that becomes a Domestic Subsidiary that is not a CFC Holding Company or a Subsidiary of a Foreign Subsidiary or a CFC Holding Company and (z) any existing Domestic Subsidiary that ceases to be an Excluded Subsidiary, within forty-five (45) days (or such later date as the Administrative Agent shall agree to in its sole discretion) after the creation or acquisition of such new Domestic Subsidiary or the date such existing Domestic Subsidiary becomes a Domestic Subsidiary that is not a CFC Holding Company or a Subsidiary of a Foreign Subsidiary or a CFC Holding Company or ceases to be an Excluded Subsidiary, as applicable, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Domestic Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated endorsements, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Domestic Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the 110
(d) With respect to any new CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), d) shall include any existing Subsidiary that ceases to be an Excluded becomes a CFC Holding Company or a Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that days after the creation or acquisition of such time period may be extended in the reasonable discretion of new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative AgentAgent shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such CFC Holding Company or Foreign Subsidiary be required to be so pledged) and (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as the Administrative Agent deems necessary or reasonably advisable to perfect the Administrative Agent’s security interest therein; provided, that such Loan Party shall be required to provide a local law pledge agreement with respect to such Capital Stock (and local law opinions relating to such local law pledge agreement, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent) as reasonably requested by the Administrative Agent.
(e) Notwithstanding anything to the contrary set forth in this Agreement, each Subsidiary Borrower and any other applicable Loan Party shall, on the date such Domestic Subsidiary becomes a Subsidiary Borrower under this Agreement, (A) execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents) as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyBorrower, (iiB) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Company or such other Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Partycase may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (iC) no Capital Stock of any execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents and guarantee documents) as the Administrative Agent deems necessary or advisable for such Subsidiary which is Excluded Property shall be required Borrower to be pledged as Collateral, become a party to each applicable Security Document and guarantee document and (iiD) no Loan Party will be required take all actions necessary or advisable to take any action in any non-U.S. jurisdiction grant to create any the Administrative Agent, for the benefit of the Lenders, a perfected security interest in assets located such property having the highest priority then available, including the filing of Uniform Commercial Code financing statements (or titled outside of the U.S. or to perfect any security interests equivalent documents under local law) in such assetsjurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property new Material Subsidiary created or acquired after the Closing Date by the Borrower, Crown USA or any Loan Party Subsidiary Guarantor (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agentwhich, for the benefit purposes of the Lendersthis Section 6.10, does not have shall include any Unrestricted Borrower Subsidiary that ceases to qualify as such or any existing Subsidiary that becomes a perfected LienMaterial Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Pledge Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary; provided that no more than 65% of the outstanding voting Capital Stock of any Foreign Subsidiary that is owned by any Loan Partyshall be pledged, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower, and Crown USA or such Subsidiary Guarantor, as the case may be, (iii) cause such new Subsidiary (other than a Foreign Subsidiary) (A) to become a party to the Subsidiary Guarantee and Security Pledge Agreement as (or agreements having a Subsidiary Guarantor and a Pledgor, respectivelysubstantially equivalent effect), (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral of the type described in the Security Pledge Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements (or equivalent documents) in such jurisdictions as may be required by the Security Pledge Agreement or by law or as may be reasonably requested by the Administrative Agent and Agent, (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachmentsattachments and (D) cause such new Subsidiary (other than a Foreign Subsidiary) to promptly provide a joinder agreement in the form of Exhibit J, pursuant to which such new Subsidiary agrees to become a party to this Agreement as a Subsidiary Guarantor, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided, however, that, notwithstanding anything in this Agreement or any other Loan Document to the contrary, no Material Subsidiary shall be required to comply with any provision of this Section 6.10 to the extent such compliance is directly or indirectly prohibited by any Tower Notes Indenture Document or, upon and after the consummation of the Global Acquisition, any Global Signal Loan Document (in any case, with or without Rating Agency Confirmation (as defined in the Tower Notes Indenture) or Rating Confirmation (as defined in the applicable Global Signal Loan Document)).
(b) Notwithstanding anything in this Agreement or any other Loan Document to the contrary, the Administrative Agent may, in its sole discretion, grant extensions of time for the satisfaction of any requirement in this Agreement or any other Loan Document in respect of any particular Collateral, if it determines that the satisfaction of such requirement cannot be accomplished without undue expenses or unreasonable effort or due to factors beyond the control of the Borrower and the Subsidiaries by the time or times at which it would otherwise be required to be satisfied under this Agreement or any other Loan Document.
(c) With respect Notwithstanding anything in this Agreement or any other Loan Document to any new Foreign Subsidiary the contrary, on or before the date that is 30 days (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver later date as is acceptable to the Administrative Agent such amendments in its sole discretion) after of the consummation of the Global Signal Acquisition, (i) Holdings shall contribute CCGS Holdings LLC to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), Borrower and (ii) deliver the Borrower shall cause CCGS Holdings LLC and its Subsidiaries, as applicable, to comply with clause (a) of this Section 6.10 (in each case, subject to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsproviso thereto).
Appears in 1 contract
Additional Collateral, etc. (a) With respect Subject to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended applicable limitations set forth in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Documents, cause each direct or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic indirect Subsidiary (other than an any Excluded Subsidiary) created formed or otherwise purchased or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bincluding pursuant to a Permitted Acquisition), shall include any existing and each other Subsidiary that ceases to be constitute an Excluded Subsidiary), promptly (and, in any event, within sixty 60 days from the date of such formation, acquisition or cessation, as applicable (60) days, provided that or such time longer period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable may agree in its reasonable discretion), and the Borrower may at its option cause any other Subsidiary, to execute a supplement to the Guarantee and Collateral Agreement and any other applicable Security Document, as applicable, in order to become a Guarantor under the Guarantee and Collateral Agreement and a grantor under such Security Documents and take all other action reasonably requested by the Administrative Agent to grant a perfected security interest in its assets to substantially the same extent as created and perfected by the Loan Parties on the Closing Date and pursuant to Section 6.10(a) in the case of such Loan Parties. Neither the Borrower nor any Restricted Subsidiary shall be required to take any action outside the United States to perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States or any state or political subdivision thereof or the District of Columbia).
(b) Subject to Section 5.1(l) and (m) and any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the cause (i) all certificates representing Capital Stock of such new any Restricted Subsidiary that is owned (other than any Excluded Stock) held directly by the Borrower or any other Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, all evidences of Indebtedness in blank, executed and delivered by a duly authorized officer excess of the relevant Loan Party$10,000,000, and (iii) cause such new any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $10,000,000 of the Borrower or any Subsidiary (A) to become a party that is owing to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a PledgorBorrower or any other Loan Party, respectivelyin each case, (B) to take such actions necessary or advisable to grant be delivered to the Administrative Agent as security for the benefit Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Lenders a perfected security interest in Security Documents. Notwithstanding the Collateral described in foregoing any promissory note among the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may Borrower and/or its Subsidiaries need not be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver delivered to the Administrative Agent so long as a certificate of global intercompany note superseding such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant promissory note has been delivered to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property personal Property acquired after the Closing Date by any Loan Party Group Member (other than (x) any property described leasehold, easement or fee interest in paragraph (b) or (c) belowreal property, (y) any property Property subject to a Lien expressly permitted by Section 7.3(f), and 6.3(g) or (z) Excluded Propertythe Capital Stock of any Unrestricted Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertyProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded any Unrestricted Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b)paragraph, shall include any existing Subsidiary that ceases to be an Excluded Unrestricted Subsidiary), by any Group Member, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Group Member’s interest the Capital Stock of such new Subsidiary that is owned by any Loan PartySubsidiary, (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Partysuch Group Member, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent Agent, and (Civ) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiarylegal opinions relating to the matters described above, substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent.
(c) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan PartyGroup Member, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party Group Member (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Group Member, as the relevant Loan Partycase may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as CollateralAgent thereon, and (iiiii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) So long as no Loan Party will Default or Event of Default has occurred and is continuing, or would result therefrom, the Borrower shall be required permitted, subject to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside the prior written approval of the U.S. Arrangers, to redesignate any Restricted Subsidiary as an Unrestricted Subsidiary, and shall be permitted, without any prior approval, to designate any newly formed or to perfect any security interests in such assetsacquired Subsidiary as an Unrestricted Subsidiary.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party Group Member (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), 8.3(g) and (z) property acquired by any Excluded PropertyForeign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (andi) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, in any event, within sixty (60) days, provided that such time period may be extended in the a form reasonable discretion of to the Administrative Agent, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any Loan Partysuch Group Member (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no Loan Party will if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Sources: Credit Agreement (TrueBlue, Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any U.S. Loan Party (other than (x) Excluded Collateral, (y) any property described in paragraph (b), (c) or (cd) below, below and (yz) any property subject to a Lien expressly permitted by Section 7.3(f7.3(k), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within 60 days after the acquisition thereof (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of subject to extension by the Administrative AgentAgent in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) [Reserved].
(c) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date directly by any U.S. Loan Party (which, for the purposes of this paragraph (bc), shall include any such existing Subsidiary created or acquired after the Closing Date directly by any U.S. Loan Party that ceases to be an Excluded Subsidiary) within 60 days after the creation or acquisition of such Subsidiary (subject to extension by the Administrative Agent in its reasonable discretion), provided that with respect to an Excluded Foreign Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in these provisions shall not apply earlier than the reasonable discretion first day of the Administrative Agent) taxable year following the taxable year in which the Subsidiary ceased to be an Excluded Foreign Subsidiary, (i) execute and deliver to the Administrative Agent such supplements or amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any U.S. Loan Party, (ii) if applicable, deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such new Subsidiary that is a Subsidiary Guarantor (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority (subject to Liens permitted under Section 7.3) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Foreign Subsidiary (including any Excluded Foreign Subsidiary) created or acquired after the Closing Date by (1) any U.S. Loan Party, within 60 days after the creation or acquisition thereof (subject to extension by the Administrative Agent in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such U.S. Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged and, provided further, that, for the avoidance of doubt, no Capital Stock of any such new Subsidiary that is owned directly or indirectly by a CFC shall be required to be so pledged (unless such CFC shall have elected to become a Subsidiary Guarantor pursuant to the proviso of the definition thereof)), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant U.S. Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no Loan Party will if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take the Administrative Agent and (2) any action in Additional Borrower that is a Foreign Subsidiary, to the extent such Foreign Subsidiary is a Material Foreign Restricted Subsidiary (including any non-U.S. jurisdiction such existing Subsidiary created or acquired after the Closing Date directly by such Additional Borrower that ceases to create any security interest in assets located be an Immaterial Subsidiary) within 45 days after such creation or titled outside of acquisition, execute and deliver to the U.S. or Administrative Agent a joinder to perfect any security interests in such assetsthe Foreign Guarantee Agreement.
Appears in 1 contract
Sources: Credit Agreement (Tempur Sealy International, Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that 30 days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except with respect to Liens expressly permitted by Section 7.3 to have priority over the Lien of the Administrative Agent) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a fair market value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party, promptly (and in any event within 90 days or such longer time period as the Administrative Agent may agree in its reasonable discretion), to the extent requested by the Administrative Agent, (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new direct or indirect Material Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bincluding pursuant to a Permitted Acquisition), shall include or any existing new Subsidiary that ceases to be an Excluded Subsidiary)formed by Division, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Material Domestic Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Material Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Material Domestic Subsidiary, substantially in a form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the 94 US-DOCS\135452008.17 Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; it being agreed that if such new Subsidiary is formed by a Division, the foregoing requirements shall be satisfied substantially concurrently with the formation of such Subsidiary.
(cd) With respect to any new First Tier Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new First Tier Foreign Subsidiary that is owned by any such Loan Party (provided that in the case of voting Capital Stock, in no event shall more than 6565.0% of the total outstanding voting Capital Stock of any such new First Tier Foreign Subsidiary be required to be so pledgedpledged to the extent the pledge of any greater percentage would result in material adverse tax consequences to Borrower or its equity holders (it being agreed that 100% of all such stock shall be pledged if a change in law eliminates such material adverse tax consequences)), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any foreign law pledge documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) At the request of the Administrative Agent, each Loan Party will shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be required reasonably satisfactory in form and substance to take the Administrative Agent. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any action Collateral is or may be located.
(f) The Loan Parties shall promptly upon the formation, acquisition or entering into any contractual relationship with any PC Entity (and in any non-U.S. jurisdiction event within 30 days after the formation or acquisition thereof (or such later date as may be agreed by the Administrative Agent in its sole discretion)), perform, or cause to create any security interest in assets located or titled outside of be performed, all actions necessary to, and otherwise reasonably required by the U.S. or Administrative Agent to, cause such PC Entity to perfect any security interests in such assetsbecome a Qualified PC Entity.
Appears in 1 contract
Sources: Credit Agreement
Additional Collateral, etc. (a) With respect to any property (other than Excluded Assets) acquired (including any acquisition pursuant to a Division) at any time after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, will promptly (and, and in any event, within sixty no event later than ninety (6090) days, provided that days (or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree)) (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Agreement Documents or execute all such other documents or do all such acts as the Administrative Collateral Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Liens) in such property, including (where applicable) the filing of Uniform Commercial Code UCC financing statements in such United States jurisdictions as may be required by the Security Agreement or by law or as may reasonably be requested by the Administrative Collateral Agent.
(b) [Reserved].
(c) With respect to (A) any new Domestic Restricted Subsidiary (other than an Excluded a Non-Guarantor Subsidiary) that is established, created or acquired after the Closing Date by any Loan Party (whichincluding upon the consummation of a Division) or (B) any Restricted Subsidiary of a Loan Party (regardless of when established, for the purposes of this paragraph (b), shall include any existing Subsidiary created or acquired) that ceases to be an Excluded a Non-Guarantor Subsidiary), will promptly (and, and in any event, within sixty no event later than ninety (6090) days, provided that days (or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree)) (i) execute and deliver to the Administrative Collateral Agent such amendments to this Agreement and the Security Agreement Documents or execute all such documents or do all such acts as the Administrative Collateral Agent deems necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary (to the extent of a type included in the definition of “Collateral”) that is owned by any Loan Party, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (if any) together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party and (iii) cause such Restricted Subsidiary (a) to execute and deliver to the Collateral Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Collateral Agent to become a Subsidiary Guarantor, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, and executed and delivered by other Loan Parties pursuant to this Agreement and (z) a counterpart of the Global Intercompany Note, (b) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Security Documents, with respect to such Restricted Subsidiary, including (where applicable) the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or such other filings as may be required by the Security Documents or by law or as may be requested by the Collateral Agent and (c) to deliver to the Collateral Agent (i) a certificate of such Restricted Subsidiary, substantially in the form of Exhibit D, with appropriate insertions and attachments and (ii) if reasonably requested by the Collateral Agent, a legal opinion from counsel to such Restricted Subsidiary in form and substance satisfactory to the Collateral Agent.
(d) With respect to any Non-Guarantor Subsidiary established, created or acquired after the Closing Date by any Loan Party to the extent the Capital Stock of such entity is not an Excluded Asset will use commercially reasonable efforts to promptly (and in no event later than ninety (90) days (or such longer period as the Administrative Agent may agree)) (i) execute and deliver to the Collateral Agent such amendments to this Agreement, any Security Document, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such Non-Guarantor Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the relevant Loan Party, Party and (iii) cause such new Non-Guarantor Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Collateral Agent a certificate of such Non-Guarantor Subsidiary, substantially in the form of Exhibit KD, with appropriate insertions and attachments.
(ce) With respect Notwithstanding anything to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Partycontrary herein, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments may in its reasonable discretion (and without the consent of any Lender or other Secured Party) make exceptions and waive compliance with any requirement under this Section 8.8 if and to the Security Agreement as extent the Borrower and the Administrative Agent deems necessary or advisable to grant reasonably agree that the cost associated with such compliance would be excessive in relation to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver value afforded thereby to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsSecured Parties.
Appears in 1 contract
Sources: Amendment and Restatement Agreement (LEGALZOOM.COM, Inc.)
Additional Collateral, etc. (a) With Subject to Section 5.9(d), with respect to any property personal Property (other than an Excluded Asset) acquired or created (including the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by any existing Loan Party Party, no later than the next date of delivery of financial statements pursuant to Section 5.1(a) or 5.1(b) covering a period that includes the date of such acquisition or creation of such Property (other than subject, in each case, to any specific time frame established in the relevant Loan Documents) (or such later date as may be agreed by the Administrative Agent), (x) any property described in paragraph execute and deliver to the Administrative Agent such amendments to the Security Documents (bincluding schedules thereto) or (c) below, (y) any property subject such other documents as the Administrative Agent may reasonably request to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as grant to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a security interest in such Property and (y) take all actions reasonably necessary (as determined in good faith by Holdings) to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected Lienfirst priority security interest (subject to Permitted Liens) in such Property to the extent required under the Security Documents, promptly including the filing of UCC financing statements as may be required by the Security Documents.
(andb) With respect to any fee interest in any real property (other than an Excluded Asset) acquired after the Closing Date by any Loan Party, as soon as reasonably practicable and in any case on or prior to 120 days after such acquisition or such later date as the Administrative Agent shall reasonably agree (i) execute and deliver a first priority Mortgage (subject to Permitted Liens), in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) provide the Administrative Agent for the benefit of the Secured Parties with (A) a title insurance policy with extended coverage covering such real property in an amount equal to the then-applicable fair market value of such real property as well as (B) a current ALTA survey thereof, together with a customary surveyor’s certificate, if such ALTA survey is reasonably requested by the Administrative Agent; provided, that no ALTA survey shall be required in connection with any Mortgage for which the Loan Parties deliver a title insurance policy that does not contain a general exception for matters that would be shown by a survey, (iii) deliver to the Administrative Agent legal opinions of local counsel in the jurisdiction where the Loan Party that owns such Mortgaged Property is located in form and substance reasonably acceptable to the Administrative Agent and its counsel, and (iv) if such Mortgaged Property is required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder because improvements on such Mortgaged Property are located in an area which has been identified by the director of the Federal Emergency Management Agency as a “special flood hazard area”, provide to the Administrative Agent (A) evidence of a policy of flood insurance that (1) covers such improvements and (2) is written in an amount reasonably satisfactory to the Administrative Agent (not to exceed 100% of the value of such improvements and the contents thereof as reasonably determined) and (B) a confirmation that the applicable Loan Party has received the notice requested pursuant to Section 208.25(i) of Regulation H of the Board.
(c) With respect to (x) any new Domestic Subsidiary that would constitute a Subsidiary Guarantor (within the meaning of the term) that is created or acquired after the Closing Date (other than an Excluded Subsidiary), (y) any previously Excluded Subsidiary that ceases to constitute an Excluded Subsidiary (pursuant to the definition of such term) (including any Immaterial Subsidiary that ceases to constitute an Immaterial Subsidiary or that has been designated by the Borrower to no longer constitute an Immaterial Subsidiary in order to comply with the proviso to the definition thereof) or (z) any Discretionary Guarantor (each such Person, a “Subsequent Required Guarantor”), in each case no later than the next date of delivery of financial statements pursuant to Section 5.1(a) or 5.1(b) covering a period that includes the date on which such Person becomes a Subsequent Required Guarantor (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents Documents (including schedules thereto) as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such property and Subsequent Required Guarantor (other than to the extent constituting Excluded Assets), (ii) deliver to the Administrative Agent (x) the certificates, if any, representing such Capital Stock of such Subsequent Required Guarantor constituting certificated securities under the UCC, together with undated stock powers, in blank, to the extent necessary to perfect the Administrative Agent’s security interests therein, and (y) any note, instrument or debt security in favor of such Subsequent Required Guarantor, endorsed in blank or accompanied by an executed transfer form in blank, in each case executed and delivered by a duly authorized officer of such Subsequent Required Guarantor, in each case to the extent required by the Security Documents (in each case to the extent delivery of such endorsements or transfer forms are customary under applicable Requirements of Law), (iii) cause such Subsequent Required Guarantor (A) to become a party to the applicable Security Documents and (B) to take all such actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the applicable Security Documents with respect to such propertySubsequent Required Guarantor, including the recording of instruments in the applicable IP Office, if required, and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be Documents, and (iv) if reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments customary legal opinions relating to the Security Agreement as matters described above.
(d) Notwithstanding the Administrative Agent deems necessary foregoing provisions of this Section 5.9 or advisable any other provision hereof or of any other Loan Document, (i) no Loan Party shall be required to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyExcluded Assets, (ii) deliver no Loan Party shall be required to perfect any pledges, security interests and mortgages in the Collateral by any means other than (A) filings pursuant to the Uniform Commercial Code in the office of the Secretary of State of the relevant State, and (2) filings in the applicable IP Offices with respect to intellectual property as expressly required in the Security Documents, (B) Mortgages in respect of Mortgaged Properties to be filed in the applicable recording office(s) of the counties in which the Mortgaged Property is located (and, if required or customary in the jurisdiction where such Mortgaged Properties are located, fixture filings) and (C) subject to the ABL Intercreditor Agreement, any Senior Pari Passu Intercreditor Agreement, any Senior/Junior Intercreditor Agreement and any other intercreditor arrangements entered into pursuant to this Agreement, delivery to the Administrative Agent the of all certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the evidencing Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, delivered in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable order to perfect the Administrative Agent’s security interest therein. Notwithstanding , and intercompany notes and other instruments (including the aboveSubordinated Intercompany Note) to be held in its possession, in each case as expressly required in the Security Documents, (iiii) no Capital Stock of any Subsidiary which is Excluded Property Loan Party shall be required to be pledged (A) deliver control agreements or (B) otherwise deliver perfection by “control” (within the meaning of the UCC) (including with respect to deposit accounts, securities accounts and commodities accounts), other than as Collateral, described in clause (ii)(C) above and (iiiv) no Loan Party will shall be required to take any action (other than the actions listed in clause (ii)(A) or (C) above) with respect to any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. United States (or to perfect any security interests political subdivision thereof) in such assetsconnection with pledging Collateral or enter into any collateral documents governed by the laws of any country (or any political subdivision thereof) other than the United States (or any political subdivision thereof).
Appears in 1 contract
Sources: Senior Lien Term Loan Credit Agreement (Forterra, Inc.)
Additional Collateral, etc. (axxxiv) With respect to any property acquired after the Closing Restatement Effective Date by any Loan Party (other than (x) any Excluded Asset, (y) any property described in paragraph (b), (c) or (cd) below, below and (yz) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within 30 days (and, in any event, within sixty (60) days, provided that or such time period later date as may be extended in the reasonable discretion of agreed by the Administrative Agent) (i) give notice of such acquisition to the Administrative Agent and, if requested by the Administrative Agent, execute and deliver to the Administrative Agent such amendments to the Security U.S. Guarantee and Collateral Agreement or Canadian Guarantee and Collateral Agreement, as applicable, or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyproperty (subject to Liens permitted by Section 7.3), including the filing of Uniform Commercial Code financing statements or PPSA financing statements in such jurisdictions as may be required by the Security U.S. Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, as applicable, or by law or as may be reasonably requested by the Administrative Agent.
(ba) With respect to any new Wholly Owned Domestic Subsidiary (other than an Excluded Domestic Subsidiary) created or acquired after the Closing Restatement Effective Date by any U.S. Loan Party (which, for the purposes of this paragraph (b), shall include any existing Domestic Subsidiary that ceases to be an Excluded Domestic Subsidiary), promptly within 30 days (and, in any event, within sixty (60) days, provided that or such time period later date as may be extended in the reasonable discretion of agreed by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security U.S. Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any U.S. Loan PartyParty (subject to Liens permitted by Section 7.3 consisting of nonconsensual Liens arising by operation of law), (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (to the extent certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant U.S. Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary U.S. Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security U.S. Guarantee and Collateral Agreement with respect to such new SubsidiarySubsidiary (subject to Liens permitted by Section 7.3), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security U.S. Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit D, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(b) With respect to any new Wholly Owned Canadian Subsidiary (other than an Excluded Canadian Subsidiary) created or acquired after the Restatement Effective Date by any Canadian Loan Party (which, for the purposes of this paragraph (c), shall include any existing Canadian Subsidiary that ceases to be an Excluded Canadian Subsidiary), within 30 days (or such later date as may be agreed by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Canadian Collateral Documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Canadian Loan Party (subject to Liens permitted by Section 7.3 consisting of nonconsensual Liens arising by operation of law), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (to the extent certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Canadian Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Canadian Collateral Documents, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Canadian Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens permitted by Section 7.3), including the filing of PPSA financing statements in such jurisdictions as may be required by the Canadian Collateral Documents or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KD, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new CFC Holdco or Foreign Subsidiary (in each case, other than an Excluded Immaterial Subsidiary) created or acquired after the Closing Restatement Effective Date by any U.S. Loan Party or any Foreign Subsidiary (other than a Canadian Subsidiary or an Immaterial Subsidiary) created or acquired after the Restatement Effective Date by any Canadian Loan Party, promptly within 30 days (and, in any event, within sixty (60) days, provided that or such time period later date as may be extended in the reasonable discretion of agreed by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security U.S. Guarantee and Collateral Agreement or Canadian Guarantee and Collateral Agreement, as applicable, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by any such U.S. Loan Party (subject to Liens permitted by Section 7.3 consisting of nonconsensual Liens arising by operation of law) (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary of such U.S. Loan Party be required to be so pledged)) or Canadian Loan Party, and as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (to the extent certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant U.S. Loan Party or Canadian Loan Party, as applicable, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable Agent reasonably deems necessary or advisable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) Notwithstanding anything to the contrary in this Section 6.10, no Loan Party will Group Member shall be required to take any action in any non-U.S. jurisdiction order to create any perfect the security interest in assets located or titled outside the Collateral granted to the Administrative Agent for the ratable benefit of the U.S. Secured Parties under the laws of any jurisdiction outside the United States or to perfect any security interests in such assetsCanada.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Restatement Date by any Loan Party (other than (x) any property described in paragraph (b) below or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f6.2(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, Lenders does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or Mortgages and such other documents as the Administrative Agent deems reasonably are necessary or advisable or required by applicable law to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable or required by applicable law to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative AgentRequired Lenders.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)After-Acquired Property, promptly (andi) deliver an amended and restated version of Schedule 1.1B which shall include a legal description of such After-Acquired Property, in any event(ii) unless directed otherwise by the Agent, within sixty deliver a Phase I environmental assessment with respect to such After-Acquired Property, (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (iiii) execute and deliver to a first priority Mortgage, in favor of the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first covering such After-Acquired Property, (iv) provide the Agent with (x) title and extended coverage insurance covering such After-Acquired Property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Required Lenders) and (y) any consents and estoppels necessary or advisable or required by applicable law in connection with such Mortgage, each of the foregoing in form, scope and substance reasonably satisfactory to the Required Lenders and (v) deliver to the Agent legal opinions relating to matters described above, which opinions shall be in form, scope and substance, and from counsel, reasonably satisfactory to the Required Lenders. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any obligation to (i) prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the perfection, maintenance, priority or enforceability of any security interest in the Capital Stock of such new Subsidiary that is owned by granted pursuant to, or contemplated by, any Loan PartyDocument, (ii) deliver take any necessary steps to the Administrative Agent the certificates representing such Capital Stockpreserve rights against any parties with respect to any Collateral, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and or (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action to protect against any diminution in any non-U.S. jurisdiction to create any security interest in assets located or titled outside value of the U.S. or to perfect any security interests in such assetsCollateral.
Appears in 1 contract
Sources: Credit Agreement (Cadiz Inc)