Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 (other than a Foreign Subsidiary) 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.
Appears in 2 contracts
Sources: Credit Agreement (Bear Island Finance Co Ii), Credit Agreement (Bear Island Finance Co Ii)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent[Reserved].
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 Material Real Property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)Excluded Real Property), promptly within 90 days (or such later date as may be agreed by the Administrative Agent)
(i) give notice of such acquisition to the Collateral Agent and promptly execute and deliver a first priority Mortgage (subject to liens permitted by Section 7.3) in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, covering such real estateReal Property (provided that no Mortgage nor survey shall be required 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, Collateral Agent (A) provide the Lenders with (x) a lenders’ title and insurance policy with extended coverage insurance covering such real estate Real Property in an amount at least equal to the purchase price of such real estate Real Property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor's ’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 Collateral Agent, (yB) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent Collateral Agent, in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (C) provide to the Administrative Agent a “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination and 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 Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates of coverage under, and a declaration page relating to, the insurance policies required by Section 6.5(d) in form and substance satisfactory to the Collateral Agent and (iii) if requested by the Administrative Agent, Collateral Agent deliver to the Administrative 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 Collateral Agent.
(c) With respect to any new Domestic Subsidiary (other than a Foreign an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any Subsidiary that ceases to be an Excluded Subsidiary) by any Loan Party, within 60 days (or such later date as may be agreed by the Borrower or any of its Subsidiaries, promptly Administrative Agent)
(i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiariessuch Loan Party, (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock if anyStock, 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 beLoan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, Collateral Agent and (iv) if requested by upon the Administrative reasonable request of the Collateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory substance similar to the Administrative Agentopinions delivered at the Closing Date.
(d) With respect to any Capital Stock of any new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (other than Excluded Capital Stock) that is created or acquired after the Closing Date by any Loan Party, within 60 days (or such later date as may be agreed by the Borrower or any of its Subsidiaries, promptly Administrative Agent)
(i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Collateral Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary which (other than any Excluded Capital Stock) that is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), Loan Party and (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock (other than any Excluded Capital Stock, if any), 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 beLoan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable to perfect or ensure appropriate priority the Lien of the Collateral Agent thereon.
(e) Notwithstanding anything in this Section 6.8 to the contrary, neither the Borrower nor any of its Restricted Subsidiaries shall be required to take any actions in order to perfect the security interest in the Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties under the laws of any jurisdiction outside the United States.
(f) Notwithstanding the foregoing, to the extent any new Restricted Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated.
(iiig) if requested by From time to time the Administrative Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, deliver for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created thereby. Notwithstanding the foregoing, the provisions of this Section 6.8 shall not apply to assets as to which the Administrative Agent legal opinions relating to and the matters described above, which opinions Borrower shall be in form reasonably determine that the costs and substance, and from counsel, reasonably satisfactory to burdens of obtaining a security interest therein or perfection thereof outweigh the Administrative Agentvalue of the security afforded thereby.
Appears in 2 contracts
Sources: Credit Agreement (Engility Holdings, Inc.), Credit Agreement (Engility Holdings, Inc.)
Additional Collateral, etc. (a) With [Reserved].
(b) Subject to Sections 5.10(d) and (e), with respect to any Property fee interest or absolute right of ownership in any real or immoveable property having a fair market value (together with improvements thereof on the date such property is acquired) of at least $250,000 (as determined in good faith by a Responsible Officer) acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property described in paragraph (b)each case, (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate property subject to a Lien expressly any Contractual Obligation that includes negative pledge clauses permitted by Section 6.3(g6.13, any Lien permitted pursuant to Section 6.3(j), 6.3(p) or 6.3(s) or any Requirement of Law that prohibits or restricts compliance with the terms and conditions of this Section 5.10) (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 first priority Mortgage in favor of the Administrative Agent, Agent for the benefit of the LendersSecured Parties, covering such real estateor immoveable property (to the extent such property is not already subject to a first priority Lien pursuant to a Security Document), (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property together with endorsements reasonably requested by the Administrative Agent, in an amount and form reasonably acceptable to the Administrative Agent and at least equal to the purchase price of such real estate property (or such other lesser amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor's ’s certificate sufficient for the title insurance company to remove the standard survey exception and issue survey-related endorsements and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and Agent, (iii) a completed “Life-of-Loan” Federal Emergency Management Agency 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 and each Loan Party relating thereto) and, if such Mortgaged Property is located in a special flood hazard area, evidence of flood insurance in accordance with the terms of the Loan Documents 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 Subject to Sections 5.10(d), (e) and (g), upon (x) the formation or acquisition of any new direct or indirect Subsidiary (x) that is a Wholly Owned Subsidiary or (y) that is not a Wholly Owned Subsidiary and has consolidated assets with a book value of $500,000 or more (in each case, other than a Foreign an Excluded Subsidiary or an Immaterial Subsidiary) created or acquired after the Closing Date by the Borrower or (y) any of its SubsidiariesExcluded Subsidiary ceasing to constitute an Excluded Subsidiary, promptly (iand in any event within sixty (60) execute and deliver days after such formation or acquisition or such Subsidiary so ceases to the Administrative Agent be an Excluded Subsidiary, or such amendments to the Security and Pledge Agreement longer period as the Administrative Agent deems necessary or advisable Required Consent Parties may agree in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest writing in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, their discretion) (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 Borrower or such Subsidiary, as the case may be, (iiii) cause such new Subsidiary (A) to become a party to a Guarantee Agreement and appropriate Security Documents (or enter into amendments to an existing Guarantee Agreement or any existing Security Document 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 (subject to Liens permitted pursuant to Section 6.3) security interest in the Capital Stock held by such Subsidiary Guarantee and the other Collateral described in the relevant Security Document and Pledge Agreement to cause such Subsidiary to be a Guarantor and (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 (subject to Liens permitted pursuant to Section 6.3) security interest in the Collateral described in the relevant Security and Pledge Agreement Documents with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements statements, Intellectual Property Security Agreements or other similar filings in such jurisdictions as may be required by the Security and Pledge Agreement Documents or by law or as may be requested by the Administrative Agent, (ii) deliver to the Administrative Agent the certificates, if any, representing the Capital Stock of such Subsidiary and all Capital Stock held by such Subsidiary required to be delivered to the Administrative Agent under the applicable Security Documents, together with undated stock powers, in blank, and all intercompany notes owing from such Subsidiary to any Loan Party and all other promissory notes held by such Subsidiary and required to be delivered to the Administrative Agent under the applicable Security Documents, together with instruments of transfer in blank, in each case executed and delivered by a duly authorized officer of the relevant Loan Party, as the case may be, (iii) deliver to the Administrative Agent an update to Schedule 3.15, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions (addressed to the Administrative Agent and 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.
(d) With Notwithstanding anything to the contrary contained herein, in the event that the compliance by an LNG Group Member (including any non-Wholly Owned Subsidiary) with any of Section 5.10(b) or (c) would require the consent of any un-Affiliated third-party, such LNG Group Member shall use commercially reasonable efforts to obtain such consents or other deliveries. For the avoidance of doubt, (x) the use of commercially reasonable efforts, as contemplated by this Section 5.10, to obtain any consent or delivery shall not require the applicable LNG Group Member to pay to such un-Affiliated third-party a fee, premium or penalty or other consideration (other than expense reimbursement) and (y) in the event following the use of commercially reasonable efforts to obtain a consent or delivery, the applicable LNG Group Member is unable to obtain a necessary consent or delivery of the relevant un-Affiliated third-party, the Lenders hereby waive compliance by such LNG Group Member with the provisions of this Section 5.10 solely to the extent such consent or delivery is not obtained; provided that the consent or delivery giving rise to the waiver as contemplated in clause (y) shall have been required pursuant to a Contractual Obligation permitted hereunder that is binding on such Subsidiary or governing such assets, as applicable, and existing on the date such Subsidiary or assets, as applicable, were acquired (and not entered into in contemplation hereof).
(e) Notwithstanding anything to the contrary contained herein, with respect to any new Foreign Subsidiary created Property of any LNG Group Member that would otherwise be required to be mortgaged or acquired after pledged in favor of the Closing Date by the Borrower Secured Parties in accordance with this Section 5.10 (each such Property, an “Eligible Collateral Property”), in no event shall any LNG Group Member have any obligation to mortgage or any pledge such Property in favor of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 Secured Parties if such Property is to be used to secure any Indebtedness permitted by Section 6.2(c) within 90 days of the date such Property first priority security interest in qualifies as an Eligible Collateral Property; provided that if such Eligible Collateral Property does not actually secure such Indebtedness within such 90-day period then such Eligible Collateral Property shall be subject to the Capital Stock requirements of this Section 5.10 upon the expiration of such new Subsidiary which is owned by 90-day period relating to such Eligible Collateral Property.
(f) Notwithstanding anything to the contrary herein, the Borrower or shall be permitted at any time and from time to time to add any of its Subsidiaries as an additional Subsidiary Guarantor in accordance with this Section 5.10.
(provided that g) If, at any time and from time to time after the Closing Date, Immaterial Subsidiaries have in no event shall more than 65% the aggregate consolidated assets with a book value in excess of $300,000 on the total outstanding Capital Stock last day of any fiscal quarter of Holdings, cause, not later than 30 days after the date by which financial statements for such new Subsidiary be quarter are required to be so pledged)delivered pursuant to this Agreement, one or more of such Immaterial Subsidiaries to become additional Subsidiary Guarantors (iinotwithstanding that such Subsidiaries are, individually, Immaterial Subsidiaries) deliver and to comply with the Administrative Agent requirements of Section 5.10(c) such that 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 Borrower or such Subsidiary, as the case may be, and take such other action as may foregoing condition ceases to be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien thereon, 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 Agenttrue.
Appears in 2 contracts
Sources: Senior Secured Delayed Draw Term Loan Credit Agreement (New Fortress Energy LLC), Senior Secured Delayed Draw Term Loan Credit Agreement (NFE Financial Holdings LLC)
Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the Security Documents) located in the United States acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any interests in real property and any Property described in paragraph (b)) of this Section 6.8, (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) Instruments, 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 (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 (other than a Foreign Subsidiary) 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and (B) to take such actions necessary or advisable requests to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in such Property and (ii) take all actions reasonably requested by the Collateral described in Administrative Agent to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and Pledge Agreement with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party 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 new SubsidiaryProperty 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 Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Any Instrument, and Certificated Security (iv) if requested by other than in respect of the Administrative AgentCapital Stock of any Subsidiary), deliver Security or Chattel Paper in excess of $500,000 shall be promptly delivered to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be indorsed in form and substance, and from counsel, a manner reasonably satisfactory to the Administrative AgentAgent to be held as Collateral pursuant to the relevant Security Document.
(db) With respect to any new Foreign Subsidiary created or fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by the Borrower or any of its SubsidiariesLoan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver give notice of such acquisition to the Administrative Agent such amendments and execute and deliver a first priority Mortgage (subject to the Security and Pledge Agreement as Liens permitted by Section 7.3) in favor of 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 covering such new Subsidiary which is owned by the Borrower or any of its Subsidiaries real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in no event shall more than 65% consultation with the Borrowers that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the total outstanding Capital Stock of any such new Subsidiary be required security to be so pledgedafforded thereby), (ii) deliver provide the Lenders with (1) a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the Administrative Agent the certificates representing purchase price of such Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower real property (or such Subsidiary, other amount as the case may be, and take such other action as may shall be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien thereon, and (iii) if requested reasonably specified 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.) as well as
Appears in 2 contracts
Sources: Credit Agreement (Vince Holding Corp.), Credit Agreement (Apparel Holding Corp.)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than (x) real property, (y) any Property property described in paragraph (b), ) or (c) or (d) below below, and (yz) any Property property subject to a Lien expressly permitted by Section 6.3(g6.2(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other 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 security interest in such property, other than Excluded Property except as prohibited by documents defined in the Guarantee and Collateral Agreement and subject to Liens expressly permitted by Section 6.13 6.2, 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 subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 new Domestic Subsidiary created or acquired after the Closing Date by the Borrower any Group Member that is or any of its Subsidiaries (other than any such real estate subject to becomes a Lien expressly permitted by Section 6.3(g))Wholly Owned Subsidiary thereof, promptly (i) execute and deliver a first priority Mortgage in favor of to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary to grant to the Administrative Agent, for the benefit of the Lenders, covering a perfected first priority security interest in the Capital Stock of such real estatenew Subsidiary that is owned by any Group Member, (ii) if requested by deliver to the Administrative Agent, provide Agent the Lenders with (x) title and extended coverage insurance covering certificates representing such real estate in an amount 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 thereofCapital Stock, together with undated stock powers, in blank, executed and delivered by a surveyor's certificate duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (yB) any consents or estoppels to take such actions reasonably deemed necessary or advisable by to grant to the Administrative Agent in connection with such mortgage or deed of trust, each for the benefit of the foregoing Lenders a perfected first priority security interest in form the Collateral described in the Guarantee and substance Collateral Agreement, other than Excluded Property as defined 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 reasonably satisfactory to requested by the Administrative Agent and (iiiC) 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.
(c) With respect to any new first-tier Foreign Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its SubsidiariesGroup Member (other than any such new Subsidiary designated as an Unrestricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent deems reasonably 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 of such new Subsidiary which that is owned by any such Group Member (provided that in no event shall more than 65% of the Borrower or total outstanding voting Capital Stock of any of its Subsidiariessuch new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or relevant Group Member, and take such Subsidiaryother action as may be reasonably necessary to perfect the Administrative Agent’s security interest therein, as the case may be, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be 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.
(d) With respect to any new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.
Appears in 2 contracts
Sources: Term Facility Credit Agreement (Fender Musical Instruments Corp), Term Facility Credit Agreement (Fender Musical Instruments Corp)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Subsidiary Guarantor (other than (w) any property described in clause (b) below, (x) any Property described in paragraph (b), (c) or (d) below property constituting Excluded Assets and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g)7.3(g) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, ) promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 and property, (ii) take all actions necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property property (subject to Liens permitted by Section 6.3 and perfected Permitted Liens), including the entering into of account control agreements (to the extent required by the Security Section 6.15), delivery of Collateral that can be perfected by possession and Pledge Agreement, including without limitation, the filing of Uniform Commercial 91 Sunshine (National) – Credit Agreement Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after Agent or the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 Collateral Agent and (iii) if requested by the Administrative AgentAgent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $15,000,000 or more, 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; provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than entering into of account control agreements (to the extent required by Section 6.15) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $5,000,000 or more.
(cb) With Except as required in the process (but not the final reorganization) of effecting a Permitted Reorganization, with respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its SubsidiariesSubsidiary Guarantor in accordance with Section 7.17(b), promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order 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 Subsidiary which is owned by the Borrower or any of its SubsidiariesSubsidiary, (ii) deliver take such steps as are necessary to give the Administrative Collateral Agent “control” (as defined in the certificates representing such Capital Stock if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer Uniform Commercial Code) of the Borrower or such Subsidiary, as the case may beCapital Stock, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and the Intercreditor Agreement pursuant to one or more joinder agreements substantially in the forms attached to each such agreement, (B) to take such actions as are necessary or advisable to grant to the Administrative Agent Collateral 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 Collateral Agreement with respect to such new Subsidiary, including, without limitation, Subsidiary (to the extent required by Section 6.15) and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative AgentAgent or the Collateral Agent (provided, that the actions contemplated by clause (B) shall not be required in respect of any property of any such new Subsidiary if perfection of the security interest in such property requires more than the entering into of account control agreements (to the extent required by Section 6.15) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to 92 Sunshine (National) – Credit Agreement $5,000,000 or more) and (C) to deliver to the Administrative Agent and the Collateral Agent certificates of such Subsidiary, substantially in the respective forms of Exhibit E-1 and Exhibit E-2, with appropriate insertions and attachments, and (iv) if requested by the Administrative AgentAgent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $15,000,000 or more, 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.
(d) With respect to any new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.
Appears in 2 contracts
Sources: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Effective Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g) or (h)) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent deems necessary or advisable in order may reasonably request to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions necessary or advisable as the Collateral Agent may reasonably request to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except with respect to Liens expressly permitted by Section 7.3(h)) security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 1,000,000 and any leasehold interest in real property under which the annual rent exceeds $1,000,000 acquired after the Closing Effective Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(g) or (h)), promptly (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if reasonably requested by the Administrative Collateral Agent, provide the Lenders Collateral Agent with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor's ’s certificate and (y) to the extent the same can be obtained by the exercise of commercially reasonably efforts, any consents or estoppels reasonably deemed necessary or advisable requested by the Administrative Collateral Agent in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Collateral Agent and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Collateral Agent.
(c) With respect to any new Subsidiary (other than a an Excluded Foreign Subsidiary) created or acquired after the Closing Effective Date by any Loan Party (which, for the Borrower or purposes of this paragraph (c), shall include any of its Subsidiariesexisting Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Collateral Agent deems necessary or advisable in order may reasonably request 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 Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock if anyStock, 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 berelevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral Agreement, (B) to take such actions necessary or advisable as the Collateral Agent may reasonably request to grant to the Administrative Agent Collateral 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 Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent and (C) to deliver to the Administrative AgentAgent a certificate of such Subsidiary, substantially in the form of Exhibit F, 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, substance reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Effective Date by the Borrower or any of its SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Collateral Agent deems necessary or advisable in order may reasonably request 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 Subsidiary which that is owned by the Borrower or any of its Subsidiaries such Loan Party (provided provided, that in no event (A) shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledgedpledged and (B) shall any Excluded Foreign Subsidiary be required to become a Subsidiary Guarantor), (ii) deliver to the Administrative 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 Borrower or such Subsidiary, as the case may berelevant Loan Party, and take such other action as the Collateral Agent may be necessary or, in the opinion of the Administrative Agent, desirable reasonably request to perfect the Lien thereonCollateral Agent’s security interest therein, 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, substance reasonably satisfactory to the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Virgin Mobile USA, Inc.), Credit Agreement (Virgin Mobile USA, Inc.)
Additional Collateral, etc. (a) With respect to any personal Property acquired acquired, created or developed (including, without limitation, the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property described in paragraph (bExcluded Assets), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (ix) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 and (iiy) 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 subject to Liens permitted by Section 6.3 and perfected to the extent required by under the Security Guarantee and Pledge Collateral Agreement, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such United States jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agentapplicable law.
(b) With respect to any fee interest in any real estate having a value property (together with improvements thereofother than Excluded Assets) of at least $500,000 acquired after the Closing Date by any Loan Party and which is not primarily used as a retail store location, as soon as reasonably practicable and in any case on or prior to 30 days after such acquisition or such later date as the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly Administrative Agent shall agree (i) execute and deliver a first priority Mortgage (subject to Permitted Liens), in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders Administrative Agent for the benefit of the Secured Parties with (x) title and extended (to the extent available without surveys) coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other lower amount as shall be reasonably specified by the Administrative Agent) as well as as, if available and reasonably requested by the Administrative Agent, a current ALTA survey thereof, together with a surveyor's ’s certificate (in form and (y) any consents or estoppels substance reasonably deemed necessary or advisable by satisfactory to the Administrative Agent in connection with such mortgage or deed of trustAgent), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and Agent, (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to of local counsel and counsel in the matters described abovejurisdiction 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 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 Secretary of Housing and Urban Development as a “special flood hazard area,” provide to the Administrative Agent (i) evidence of a policy of flood insurance that (A) covers such improvements and (B) is written in an amount reasonably satisfactory to the Administrative Agent (not to exceed 100% of the value of such improvements) and (ii) 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 (other than that would constitute a Foreign Subsidiary) Guarantor within the meaning of that term created or acquired after the Closing Date (other than Excluded Subsidiaries) by the Borrower or any of its Subsidiaries, a Loan Party promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 (subject to Permitted Liens) in the Capital Stock of such new Restricted Subsidiary which that is owned by the Borrower or any of its Subsidiariessuch Loan Party (other than Excluded Assets), (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party to the Borrower or such Subsidiary, as extent required by the case may beGuarantee and Collateral Agreement, (iii) cause such new Restricted Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and (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 Pledge Collateral Agreement with respect to such new Restricted Subsidiary, including, without limitation, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office, and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by applicable law or as may be reasonably requested by the Administrative Agent, and (iv) if reasonably 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 Notwithstanding the foregoing provisions of this Section 5.10 or any other provision hereof or of any other Loan Document, (i) the Borrower and Guarantors shall not be required to grant a security interest in any new Foreign Subsidiary Excluded Assets, (ii) Liens required to be granted pursuant to this Section 5.10, and actions required to be taken, including to perfect such Liens, shall be subject to exceptions and limitations consistent with those set forth in the Security Documents on the Closing Date (or as created or acquired amended after the Closing Date by with the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit approval of the LendersBorrower), a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in iii) no event Loan Party shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to take any actions outside the United States to create or perfect any Liens on the Collateral (including, without limitation, any intellectual property registered in any jurisdiction outside the United States) and no Security Document shall be so pledgedgoverned by the laws of any jurisdiction outside the United States, (iv) the Loan Parties shall not be required to deliver any landlord waivers, estoppels, collateral access agreements or bailee letters and (v) the Loan Parties shall not be required to deliver control agreements or otherwise deliver perfection by “control” (within the meaning of the Uniform Commercial Code) (including with respect to deposit accounts, securities accounts and commodities accounts), other than delivery of stock certificates of Subsidiaries and instruments and debt securities (iiand related stock powers and endorsements) 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 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 thereon, and (iii) if requested extent required by the Administrative AgentSecurity Documents, 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 Agentthat do not constitute Excluded Assets.
Appears in 2 contracts
Sources: Credit Agreement (GNC Holdings, Inc.), Credit Agreement (GNC Acquisition Holdings Inc.)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and below, (y) any Property subject to a Lien expressly permitted by Section 6.3(g)7.3(g) and (z) Receivables Facility Assets) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having which, together with any related parcel of real estate not yet subject to a Mortgage, has a value (together with determined inclusive of any improvements thereof) of at least $500,000 5,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g7.3(g)), promptly (i) execute and deliver a first priority Mortgage mortgage or deed of trust (subject only to Liens permitted by Section 7.3) in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, in form and substance reasonably satisfactory to the Administrative Agent, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 - 58 - 64 such mortgage or deed of trust, 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.
(c) With respect to any new Subsidiary (other than a an Excluded Foreign SubsidiarySubsidiary or any Receivables SPV) created or acquired after the Closing Date (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary) by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, 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 Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law 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.
(d) With respect to any new Excluded Foreign Subsidiary 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 Security Guarantee and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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) Within 60 days after the Closing Date, deliver any items requested by the Administrative Agent pursuant to Sections 5.1(k)(ii) and 5.1(k)(iv) and not delivered on the Closing Date, together with, in the case of surveys, such endorsements to the title insurance policies referred to in Section 5.1(k)(iii) relating to the matters disclosed in such surveys as may be reasonably requested by the Administrative Agent. In the case of the Borrower, within 30 days after the Closing Date, acquire that portion of the capital stock of Heritage not acquired by the Borrower on the Closing Date.
Appears in 2 contracts
Sources: Credit Agreement (International Home Foods Inc), Credit Agreement (International Home Foods Inc)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Parties (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)property constituting Excluded Property) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement Documents or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions 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 subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 fee interest in any real estate property having a fair market value (together with improvements thereof) in the good faith estimation of the Borrower of at least $500,000 5,000,000 or otherwise not constituting Excluded Property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(g)), promptly as soon as reasonably possible and in any event within 60 days after such acquisition (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Collateral Agent, for its benefit, for the benefit of the Administrative Agent and for the benefit of the Lenders, covering such real estateproperty, 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 7.3), (ii) if reasonably requested by the Administrative Agent, provide the Collateral Agent, for its benefit, for the benefit of the Administrative Agent and for the benefit of the Lenders with (x) a binding pro forma mortgagee’s title and extended coverage insurance policy or marked-up unconditional commitment to issue such insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other lesser amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA map or plat of an as-built survey thereof, together with a surveyor's ’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 trustMortgage, 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 Agents 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 (other than a Foreign Subsidiary) 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.
Appears in 2 contracts
Sources: Credit Agreement (Lear Corp), Credit Agreement (Lear Corp)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property Property, subject to no Liens except as permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement7.3, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate property having a value purchase price (together with improvements thereof) of at least $500,000 5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(g)), promptly (i) execute and deliver a first priority Mortgage mortgage in a form reasonably satisfactory to the Administrative Agent in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estateproperty, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount 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 a legal opinions opinion relating to the matters described above, enforceability of such mortgage which opinions opinion shall be in form and substancesubstance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than a any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that becomes a Material Domestic Subsidiary or that ceases to be an Excluded Foreign Subsidiary and is a Material Foreign Subsidiary) or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, 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 Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral 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 substancesubstance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesSubsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if anysuch Capital Stock is certificated, 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, 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, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substancesubstance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Conmed Corp), Credit Agreement (Conmed Corp)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (xw) any Property property described in paragraph (b), (c) or (d) below and below, (yx) any Property property subject to a Lien expressly permitted by Section 6.3(g8.3(g) (solely to the extent the terms of such Indebtedness relating to such Lien prohibit the granting of a Lien to secure the Obligations), (y) any property acquired by any Excluded Subsidiary and (z) any Foreign Intellectual Property) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 10 Business Days of such acquisition (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) execute and deliver to the Administrative Collateral Agent such amendments to the applicable Security and Pledge Agreement Document or such other documents as the Administrative Collateral Agent deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 and property, (ii) take all actions necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property property (in the case of property other than Capital Stock, subject to Liens permitted under Section 8.3 and in the case of Capital Stock, subject to non-consensual Liens imposed by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementany Requirement of Law), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the applicable Security and Pledge Agreement Document or by law and, in the case of United States registered or as may be requested by the Administrative Agent.
applied-for Intellectual Property (b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(gregistered domain names and United States intent-to-use trademark applications that are included in the Excluded Collateral (as defined in the Guarantee and Collateral Agreement)), promptly (i) execute the recordation of an Intellectual Property Security Agreement evidencing the security interest created in such United States Intellectual Property suitable for recordation in the United States Patent and deliver a first priority Mortgage in favor of Trademark Office or the Administrative AgentUnited States Copyright Office, for the benefit of the Lendersas applicable, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 Collateral Agent, deliver to the Administrative 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 Collateral Agent.
(cb) With respect to (a) any new Subsidiary fee interest in any real property having a fair market value (together with improvements thereof) of at least $1,000,000 owned by any Loan Party (other than any such real property subject to a Foreign SubsidiaryLien expressly permitted by Section 8.3(g) created or acquired after (solely to the Closing Date extent the terms of such Indebtedness relating to such Lien prohibit the granting of a Lien to secure the Obligations)) and (b) any leasehold interest in any real property having annual fixed rental payments of at least $1,000,000 leased by any Loan Party (other than (x) any such real property subject to a Lien expressly permitted by Section 8.3(g) (solely to the Borrower or extent the terms of such Indebtedness relating to such Lien prohibit the granting of a Lien to secure the Obligations), (y) any of its Subsidiaries, promptly (i) such real property where the respective Loan Party has made commercially reasonable efforts to obtain consent to execute and deliver to a first priority Mortgage, in favor of the Administrative Agent such amendments to the Security and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, but is unable to do so and (z) leased cell towers to the extent a perfected leasehold mortgage is required to create a security interest therein), in each case, acquired after the Closing Date, within 90 days after the acquisition thereof (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) execute and deliver a first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its SubsidiariesMortgage, (ii) deliver subject to the Administrative Agent the certificates representing such Capital Stock if any, together with undated stock powersLiens permitted under Section 8.3, in blank, executed and delivered by a duly authorized officer favor of the Borrower or such SubsidiaryCollateral Agent, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties, covering such real property, (ii) provide the Secured Parties with (x) a perfected first priority security interest pro forma title insurance policy covering such real property in an amount equal to 105% of the purchase price of such owned real property or the fair market value of the leasehold interests (or, in each case, such other lesser amount as shall be reasonably acceptable to the Collateral described in the Security and Pledge Agreement with respect to such new SubsidiaryAgent) as well as a current ALTA survey thereof, including(y) any consents, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required affidavits or estoppels reasonably deemed necessary or advisable by the Security Collateral Agent in connection with such Mortgage, each of the foregoing in form and Pledge Agreement or by law or as may be requested by substance reasonably satisfactory to the Administrative Agent, Agent and (ivz) any flood certificates and proof of flood insurance, if applicable, covering such real property and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
(dc) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower any Group Member (other than by any Group Member that is an Excluded Subsidiary) or any Subsidiary that ceases to be an Excluded Subsidiary (a “re-designated subsidiary”), within 10 Business Days of its Subsidiaries, promptly such creation or acquisition or ceasing to be an Excluded Subsidiary (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security and Pledge Agreement Documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to non-consensual Liens permitted under Section 8.3 imposed by any Requirement of Law) in the Capital Stock of such new Subsidiary which or re-designated subsidiary, as applicable, that is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged)Loan Party, (ii) deliver to the Administrative Collateral Agent the any certificates representing such Capital Stock, if any, together with undated stock or other transfer powers, in blank, executed and delivered by a duly authorized officer of the Borrower relevant Loan Party, (iii) cause such new Subsidiary or re-designated subsidiary, as applicable, (A) to become a party to the applicable Security Documents, (B) to take such Subsidiaryactions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest (in the case of property other than Capital Stock, subject to Liens permitted under Section 8.3 and in the case of Capital Stock, subject to non-consensual Liens permitted under Section 8.3 imposed by any Requirement of Law) in all or substantially all, or any portion of the Property of such new Subsidiary or re-designated subsidiary, as applicable, as the case may beAdministrative Agent shall determine, and take in its reasonable discretion, including the filing of Uniform Commercial Code financing statements in such other action jurisdictions as may be necessary orrequired by the Guarantee and Collateral Agreement or by law or as may be requested by the Collateral Agent, in (iv) deliver to the opinion of Collateral Agent, for each such Subsidiary board resolutions and other secretary’s certificates reasonably requested by the Administrative Agent, desirable to perfect Agent and consistent with those delivered on the Lien thereonClosing Date under Section 6.1, and (iiiv) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
(d) With respect to any new Excluded Subsidiary created or acquired after the Closing Date by any Loan Party (other than by any Group Member that is an Excluded Subsidiary), within 10 Business Days of such creation or acquisition (or such longer period as may be reasonably acceptable to the Collateral Agent) (i) execute and deliver to the Collateral Agent such Security Documents as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to non-consensual Liens permitted under Section 8.3 imposed by any Requirement of Law) 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 and 100% of the total outstanding non-voting Capital Stock of any such new Foreign Subsidiary be required to be so pledged), (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock or other transfer powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, as the case may be, and take such other action as may be reasonably necessary to perfect the Collateral Agent’s security interest therein, and (iii) if requested by the Collateral Agent, deliver to 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 Collateral Agent.
Appears in 2 contracts
Sources: Amendment and Restatement Agreement (Gogo Inc.), Credit Agreement (Gogo Inc.)
Additional Collateral, etc. (a) With respect to any Property property or rights acquired after the Closing Date by the Borrower 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 property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)below) 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 within 60 days following such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security and Pledge Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order the Collateral Agent reasonably request to grant to the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions necessary as the Administrative Agent or advisable 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 such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code or other applicable financing statements in such jurisdictions as may be required by the Security and Pledge 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 fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 20,000,000 acquired after the Closing Date by the Borrower 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 such real estate subject Excluded Subsidiary) (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary (to the extent not a Lien expressly permitted by Section 6.3(gLoan Party)), promptly (and, in any event within 60 days after the acquisition or formation thereof or the cessation to be an Excluded Subsidiary) (i) execute and deliver a first priority Mortgage in favor of to the Administrative Agent and the Collateral Agent such amendments to the Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent reasonably request to grant to the Collateral Agent, for the benefit of the Administrative Agent and the Lenders, covering a perfected first priority security interest in the Capital Stock of such real estatenew Subsidiary that is owned 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), (ii) deliver to the 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 Company 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 to become a party to the Guarantee Agreement and the Collateral Agreement and, to the extent applicable, the Israeli Security Agreement and (iv) if reasonably requested by the Administrative Agent, provide Agent or the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 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.
(cd) With respect to any new Subsidiary CFC or CFC Holding Company (other than any Excluded Foreign Subsidiary (as defined in the Collateral Agreement)) of a Foreign Subsidiary) Loan Party created or acquired after the Closing Date by the Borrower Company or any of its Subsidiariesother Loan Party, promptly (and, in any event within 60 days after the creation or acquisition thereof) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security and Pledge Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order 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 which (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary that is owned by a CFC or a CFC Holding Company be required to be so pledged); provided, further, that no Loan Party shall be obligated to pledge the Borrower or any Capital Stock of its Subsidiariesa 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 if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryLoan 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 Collateral Agent’s security interest therein and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be if reasonably requested by the Administrative Agent, and (iv) if requested by Agent or the Administrative 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.
(de) With respect 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 new Foreign asset, property, right or Capital Stock of any Subsidiary created or acquired after the Closing Date do not include Excluded Assets (as defined in the Collateral Agreement).
(g) The Administrative Agent shall have the right to extend 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, no Loan Party shall be 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 Borrower 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 of its Subsidiariesfixture relating to any Mortgaged Property, promptly (iy) execute any filing in the United Stated Copyright Office or the United States Patent and deliver Trademark Office or applicable authorities in Israel with respect to intellectual property or (z) delivery to the Administrative Agent such amendments to the Security and Pledge Agreement as the Administrative Agent deems necessary or advisable be held in order to grant to the Administrative Agent, for the benefit its possession of all Collateral consisting of stock certificates of the LendersCompany 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 perfected first priority jurisdiction other than the State of Israel or the United States or with respect to any asset located or titled outside of the State of Israel or the United States (and there shall be no guarantee, security interest agreement or pledge agreement governed by the laws of any jurisdiction other than the State of Israel or a state in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledgedUnited States), (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 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 thereon, 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.
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 acquired after the Original Closing Date by the Borrower Company or any of its Subsidiaries (other than (xw) any interest in real property or any Property described in paragraph (b)c) of this Section 6.08, (c) or (d) below and (yx) any Property subject to a Lien expressly permitted by Section 6.3(g7.03(g), (y) Property acquired by an Excluded Domestic Subsidiary and (z) Property acquired by or Capital Stock in an Excluded Foreign Subsidiary) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) and Pledge Agreement or such other documents (including intellectual property security agreements) as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except (to the extent such Property is of a type that would constitute Collateral as prohibited by documents permitted by Section 6.13 described in the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party) and (ii) take all actions necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject, except in such Property subject the case of the pledge of any Subsidiary Capital Stock, to Liens permitted by Section 6.3 and perfected 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement or other Security and Pledge AgreementDocuments to which any Foreign Subsidiary Guarantor is a party), including without limitation, the filing of Uniform Commercial Code financing statements and equivalent filings in other jurisdictions and/or intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or other Security and Pledge Agreement Documents to which any Foreign Subsidiary Guarantor is a party or by law or as may be reasonably requested by the Administrative Collateral Agent.
(b) With respect to any fee simple interest in any real estate property having a value (together with improvements thereof) of at least $500,000 4,400,000 acquired after the Original Closing Date by the Borrower Company or any of its Subsidiaries (other than any such real estate property owned by an Excluded Domestic Subsidiary, an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 6.3(g7.03(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor's ’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Collateral Agent in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Collateral Agent (or equivalent documents, if any, to the extent relevant in the jurisdiction of organization of any Foreign Subsidiary Guarantor or the jurisdiction where such real property is located) and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent. No later than three Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral 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 Company (“Company Notice”) and (if applicable) notification to the Company 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 Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Company Notice is required to be given 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 Company’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 satisfactory to the Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”) (or equivalent documents, if any, to the extent relevant in the jurisdiction of organization of any Foreign Subsidiary Guarantor or the jurisdiction where such real property is located).
(c) With respect to any new Subsidiary (other than a an Excluded Foreign Subsidiary) created or acquired after the Original Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Borrower Company or any of its SubsidiariesSubsidiaries (other than by an Excluded Domestic Subsidiary), promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security and Pledge Agreement Documents to which it is a party) as the Administrative Collateral Agent deems necessary or advisable in order 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 Subsidiary which that is owned by the Borrower Company or any of its Subsidiaries, (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security and Pledge Agreement Documents to which it is to be a party) and (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Subsidiary Capital Stock, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security and Pledge Agreement Documents to which it is a party) with respect to such new SubsidiarySubsidiary to the extent required by the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party), including, without limitation, the filing of Uniform Commercial Code financing statements and equivalent filings in other relevant jurisdictions and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, or such other Security and Pledge Agreement Documents to which any Foreign Subsidiary Guarantor is a party, or by law or as may be requested by the Administrative Collateral Agent, and (iv) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
(d) With respect to any new Excluded Foreign Subsidiary (other than any De Minimis Excluded Foreign Subsidiary) created or acquired after the Original Closing Date by the Borrower Company or any of its Subsidiaries (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a De Minimis Excluded Foreign Subsidiary) (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security and Pledge Agreement Documents to which it is a party) or such other documents as the Administrative Collateral Agent reasonably deems necessary or advisable in order 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 Subsidiary which that is owned by the Borrower Company or any 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), (ii) deliver to the Administrative 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 Borrower Company or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
Appears in 2 contracts
Sources: Refinancing Amendment and Joinder Agreement (Verint Systems Inc), Credit Agreement (Verint Systems Inc)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (xw) any Property property described in paragraph (b), (c) or (d) below and below, (yx) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (y) so long as the Term Loan Obligations Payment Date has not occurred, any Term Loan Priority Collateral as to which the Term Loan 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 (z) any property (other than Term Loan 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) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property subject property and (ii) take all actions necessary or reasonably advisable to Liens permitted by Section 6.3 and perfected grant to the extent Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in such property with the priority required by the Security and Pledge Intercreditor Agreement, including without limitation, (x) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent and (y) filing and recording of intellectual property security agreements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 10,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (including a Person that owns such real property and becomes a Loan Party pursuant to this Section 6.10) (other than (i) any such real estate property subject to a Lien expressly permitted by Section 6.3(g)7.3(g) and (ii) any real property as to which the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan 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), promptly within sixty (i60) days after the acquisition thereof (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its sole discretion) execute and deliver a first priority to the Administrative Agent the documents and instruments required under Section 5.1(k) of the Existing Credit Agreement (including any legal opinions as the Administrative Agent may reasonably request). Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in favor 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”, twenty (20) days, after the Administrative Agent, for Agent has delivered to the benefit Lenders the following documents in respect of the Lenders, covering such real estate, property: (i) a completed flood hazard determination from a third party vendor; (ii) if requested 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 Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price applicable Loan Parties 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 notice; and (iii) if requested required by the Administrative AgentFlood Laws, 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 Agentevidence of required flood insurance.
(c) With respect to any new Domestic Subsidiary (other than any Immaterial Subsidiary, any CFC Holding Company or any Subsidiary of a Foreign SubsidiarySubsidiary or of a CFC Holding Company) created or acquired after the Closing Date by any Loan Party (which, for the Borrower purposes of this paragraph (c), shall include (1) any existing Subsidiary (other than an Immaterial 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 (2) any existing Subsidiary that ceases to be an Immaterial Subsidiary (and that is not a CFC Holding Company)), within thirty (30) days after the creation or acquisition of such new Domestic Subsidiary (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, together with undated stock powersendorsements, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral 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 first priority security interest with the priority required by the Intercreditor Agreement in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent and (C) subject to the Intercreditor Agreement, 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 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 Borrower purposes of this paragraph (d), shall include any existing Subsidiary that becomes a CFC Holding Company or any a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new CFC Holding Company or Foreign Subsidiary which that is owned by the Borrower or any of its Subsidiaries 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), (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates representing such pledged Capital Stock, if any, 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, relevant Loan Party and take such other action as may be the Administrative Agent deems necessary or, in the opinion of or reasonably advisable to perfect the Administrative Agent, desirable to perfect the Lien thereon, 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’s security interest therein.
Appears in 2 contracts
Sources: Abl Credit Agreement (TTM Technologies Inc), Abl Credit Agreement (TTM Technologies Inc)
Additional Collateral, etc. (a) With Subject to the terms of the Intercreditor Agreement and this Section 5.10, with respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than (x) any Property property described in paragraph (b), (c) or (d) below and below, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g)6.2(e) or 6.2(j) and (z) property acquired by any Excluded Subsidiary 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 in any event within thirty (30) days after the acquisition thereof (or such longer period of time not to exceed an addition thirty (30) days as may be permitted by the written consent of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, 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) 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 Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) created or acquired after the Closing Date by any Group Member other than an Excluded Subsidiary (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary) or Foreign Subsidiary, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent 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 Property subject to Liens permitted new Subsidiary that is owned by Section 6.3 and perfected any Group Member, (ii) deliver to the extent required 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 Group Member, (iii) cause such new Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) (A) to become a party to the Security Agreement and Pledge the 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 without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage 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 (xC) title and extended coverage insurance covering such real estate in an amount 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 deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments and (iiiD) 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 substance comparable or analogous to the Administrative Agent.
(c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after applicable opinions delivered on the Closing Date by the Borrower or any of its Subsidiaries, promptly (i) execute date and deliver to the Administrative Agent such amendments to the Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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, counsel reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by the Borrower Notwithstanding anything in this Agreement or any of its Subsidiaries, promptly (i) execute and deliver Security Document to the Administrative Agent such amendments to the Security and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agentcontrary, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of Collateral include, and no Loan Party or any such new Subsidiary shall be required to be so pledged)take any action to 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) deliver as to which the Administrative Agent determines in its reasonable discretion that the certificates representing costs of obtaining such Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer security interest exceeds the value of the Borrower security to be afforded thereby 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 thereon, and (iii) if requested by that constitutes Excluded Property (as defined in 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 AgentSecurity 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 property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (xw) any Property property described in paragraph (b), (c) or (d) below and below, (yx) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (y) 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 and (z) 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) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property subject property and (ii) take all actions necessary or reasonably advisable to Liens permitted by Section 6.3 and perfected grant to the extent Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in any such property (with the priority required by the Security and Pledge Intercreditor Agreement), including without limitation, (x) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent and (y) filing and recording of intellectual property security agreements with the United States Patent and Trademark Office and the United States Copyright Office, as applicable.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 10,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (including a Person that owns such real property and becomes a Loan Party pursuant to this Section 6.10) (other than (i) any such real estate property subject to a Lien expressly permitted by Section 6.3(g)7.3(g) and (ii) any real 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), promptly within sixty (i60) days after the acquisition thereof (or such later date as the Administrative Agent shall agree to in its sole discretion) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 the documents and instruments required under Section 5.1(k) of the Existing Credit Agreement (including any legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to as the Administrative AgentAgent may reasonably request).
(c) With respect to any new Domestic Subsidiary (other than any Immaterial Subsidiary, any CFC Holding Company or any Subsidiary of a Foreign SubsidiarySubsidiary or of a CFC Holding Company) created or acquired after the Closing Date by any Loan Party (which, for the Borrower purposes of this paragraph (c), shall include (1) any existing Subsidiary (other than an Immaterial 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 (2) any existing Subsidiary that ceases to be an Immaterial Subsidiary (and that is not a CFC Holding Company)), within thirty (30) days after the creation or acquisition of such new Domestic Subsidiary (or such later date as the Administrative Agent shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, together with undated stock powersendorsements, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral 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 first priority security interest with the priority required by the Intercreditor Agreement in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent 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 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 Borrower purposes of this paragraph (d) shall include any existing Subsidiary that becomes a CFC Holding Company or any a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest in the Capital Stock of such new CFC Holding Company or Foreign Subsidiary which that is owned by the Borrower or any of its Subsidiaries 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 representing such pledged Capital Stock, if any, 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 berelevant Loan Party, and take such other action as may be the Administrative Agent deems necessary or, in the opinion of or reasonably advisable to perfect the Administrative Agent, desirable to perfect the Lien thereon, 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’s security interest therein.
Appears in 2 contracts
Sources: Term Loan Credit Agreement (TTM Technologies Inc), Term Loan Credit Agreement (TTM Technologies Inc)
Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)below) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security and Pledge Agreement or such other documents as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 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 (if and to the extent the assets subject to the applicable Security Document can be perfected by the actions required, and to the extent required, by such Security Document) first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and ▇▇▇▇▇ permitted hereunder) in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may reasonably be requested by the Administrative Collateral Agent.
(b) With respect to any fee interest in any real estate Real Property having a fair market value (together with improvements as determined at the time of acquisition thereof) of at least $500,000 25,000,000 acquired in fee after the Closing Date by any Loan Party, no later than 90 days after the Borrower or any of acquisition thereof, as may be extended by the Administrative Agent in its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly reasonable discretion (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateinterest in Real Property, (ii) along with a corresponding UCC fixture filing for filing in the applicable jurisdiction if requested required by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 Collateral Agent, as may be necessary to create a valid, perfected and subsisting Lien, subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted under Section 8.02, against such Real Property, (iiiii) if provide the Lenders with a Title Policy and a Survey for each Mortgaged Property, together with such affidavits, certificates, instruments of indemnification, legal opinions, either (a) a “Life of Loan” Federal Emergency Management Agency Standard Flood Hazard Determination evidencing that the Mortgaged Property is not in a flood zone or (b) evidence of flood insurance as required by the National Flood Insurance Program as set forth in the Flood Disaster Protection Act of 1973, as amended and in effect and otherwise comply with the Flood Laws, and such other information, documentation (including, but not limited to, appraisals, environmental reports, and to the extent applicable, using commercially reasonable efforts, subordination agreements) and certifications, in each case, as may be 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 Subsidiary (other than a Foreign Subsidiary) Guarantor created or acquired after the Closing Date (or any Restricted Subsidiary that becomes a Subsidiary Guarantor after the Closing Date), promptly, and in any event within 30 days of such creation or acquisition (or, in the case of any Restricted Subsidiary that becomes a Subsidiary Guarantor, the date that such Restricted Subsidiary becomes a Subsidiary Guarantor) (as such date may be extended from time to time by the Borrower or any of Administrative Agent in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Collateral Agent such amendments to this Agreement and the Security and Pledge Agreement as the Administrative Collateral Agent deems reasonably necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Capital Stock of such new Subsidiary which Guarantor that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Administrative First Lien Term 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 Authorized Officer of the Borrower or such Subsidiary, as the case may be, relevant Loan Party and (iii) cause such new Subsidiary Guarantor (Aa) to execute and deliver to the Collateral Agent (w) a Guarantor Joinder Agreement or such comparable documentation requested by the Collateral Agent to become a party Subsidiary Guarantor, (x) a joinder agreement to the Subsidiary Guarantee and Security Agreement, substantially in the Security and Pledge form annexed thereto, (y) to the extent requested by the Administrative Agent a customary joinder agreement to the ABL/Term Loan Intercreditor Agreement then in effect and (Bz) to the extent requested by the Administrative Agent a customary joinder agreement to the ABL/Term Loan Intercreditor Agreement then in effect, (b) 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 (if and to the extent the assets subject to the applicable Security Document can be perfected by the actions required, and to the extent required, by such Security Document) first priority security interest (subject only to the ABL/Term Loan Intercreditor Agreement and Liens permitted hereunder) in the Collateral described in the Security and Pledge Agreement with respect to such new SubsidiarySubsidiary Guarantor, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may reasonably be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent, Collateral Agent and (ivc) to deliver to the Collateral Agent (i) a certificate of such Subsidiary Guarantor, substantially in the form of the certificate provided by the Loan Parties on the Closing Date pursuant to Section 6.01(i), with appropriate insertions and attachments and (ii) if reasonably requested by the Administrative Collateral Agent, deliver a legal opinion from counsel to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be such new Subsidiary Guarantor in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Collateral Agent.
(d) With respect to any new Restricted Subsidiary which is an Excluded Foreign Subsidiary described in clause (i) (but not clauses (ii) or (iii)) of the definition of Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security and Pledge Agreement as the Administrative Collateral Agent reasonably deems necessary or advisable in order 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 Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that subject only to Liens permitted under Section 8.02) 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 100% of the total outstanding non voting Capital Stock of any such Excluded Foreign Subsidiary and (ii) deliver to the Administrative First Lien Term Collateral Agent the certificates (if any) representing such Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the Borrower relevant Loan Party.
(e) With respect to any new Non Guarantor Subsidiary created or such acquired after the Closing Date by any Loan Party (but excluding any Unrestricted Subsidiary, any Excluded Foreign Subsidiary and any Subsidiary which would be a Subsidiary Guarantor but for clause (vi) in the definition thereof 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 (other than Holdings or any of its Restricted Subsidiaries) party thereto which consent has not been obtained), promptly (i) execute and deliver to the Collateral Agent such amendments to this Agreement and the Security Agreement as the case Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject only to Liens permitted under Section 8.02) in the Capital Stock of such Non Guarantor Subsidiary that is owned by any Loan Party and (ii) deliver to the First Lien Term 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. Notwithstanding anything to the contrary in the foregoing clauses (c) and (d), the Borrower may benotify the Administrative Agent at any time that the Borrower desires to join an Excluded Foreign Subsidiary as a Subsidiary Guarantor under this Agreement and the other Loan Documents, and, in any such case, cause such Excluded Foreign Subsidiary to (i) become a Subsidiary Guarantor by executing and take delivering to the Collateral Agent a Guarantor Joinder Agreement along with such other action documentation as may the Collateral Agent deems reasonably appropriate for effecting such joinder, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Collateral Agent for the ratable benefit of the Secured Parties on the assets and other personal property of such Excluded Foreign Subsidiary of the same type that constitute Collateral for purposes of the Security Documents (other than with respect to any Excluded Assets of such Excluded Foreign Subsidiary but without giving effect to any provision of the definition of Excluded Assets that would otherwise result in such Excluded Foreign Subsidiary (and its tangible and intangible personal property) constituting an Excluded Asset) and (iii) enter into any such amendments, modifications, or other changes to this Agreement and any other Loan Document reasonably requested by the Collateral Agent in its reasonable discretion in order to address any matters in connection with, or related to, such Excluded Foreign Subsidiary becoming a Subsidiary Guarantor under the Loan Documents. Each of the Lenders hereby authorize the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing.
(f) Notwithstanding anything herein or in any other Loan Document, (i) other than with respect to the penultimate sentence of clause (e) above to the contrary, no actions in any non-U.S. jurisdiction shall be necessary orrequired in order to create any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction), (ii) Administrative Agent shall not accept delivery of any Mortgage from any Loan Party with respect to property located in the opinion United States unless each of the Lenders has received 45 days prior written notice thereof and Administrative AgentAgent has received confirmation from each Lender that such Lender has completed its flood insurance diligence, desirable has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required by the Flood Laws or as otherwise reasonably satisfactory to perfect the Lien thereonsuch Lender, and (iii) Administrative Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party, if requested by such Subsidiary that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and Administrative Agent has completed its Patriot Act searches, OFAC/PEP searches, flood certification and customary individual background checks for such Subsidiary, the results of which shall be reasonably satisfactory to Administrative Agent; provided, deliver that no Default or Event of Default shall result from any Loan Party’s failure to comply with the terms of this Section 7.08 so long as such Default or Event of Default arose solely from the failure or refusal of the Administrative Agent legal opinions relating to accept delivery of the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agentapplicable joinder or security documentation under this clause (f).
Appears in 2 contracts
Sources: Abl Credit and Guarantee Agreement (Janus International Group, Inc.), Abl Credit and Guarantee Agreement (Janus International Group, Inc.)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries other Loan Party (other than (x) Excluded Assets, (y) any Property property described in paragraph (b), (c) or (d) below and (yz) any Property property subject to a Lien expressly permitted by Section 6.3(g6.2(j), (n) and (o)) as to which the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent Collateral Trustee such amendments to the Security and Pledge Agreement or such the other documents Security Document (or execute new Security Documents) as the Administrative Agent Collateral Trustee deems reasonably necessary or advisable in order to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to any Liens permitted under Section 6.2) in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be reasonably required by the Security and Pledge Agreement (or other Security Document) or by law or as may be reasonably requested by the Administrative AgentAgent or the Collateral Trustee.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 property owned or acquired after the Closing Date by the Borrower or any of its Subsidiaries other Loan Party (other than (x) Excluded Assets and (y) any such real estate property (including improvements located on leased land) subject to a Lien expressly any Liens permitted by Section 6.3(g)6.2), promptly (i) execute and deliver a first priority Mortgage Mortgage, deed of trust or deed to secure debt, in favor of the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative AgentAgent or the Collateral Trustee, provide the Lenders Secured Parties with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative AgentAgent or the Collateral Trustee) as well as a current ALTA survey thereof, together with a surveyor's ’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent Collateral Trustee in connection with such mortgage Mortgage, deed of trust or deed of trustto secure debt, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent or the Collateral Trustee and (iii) if requested by the Administrative AgentAgent or the Collateral Trustee, deliver to the Collateral Trustee local counsel opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent or the Collateral Trustee; provided the Borrower and the other Loan Parties shall not be required to mortgage any real property unless and until the value of all real property (together with improvements thereof) exceeds $10,000,000 (in which case all such real property shall be mortgaged). The Borrower and the other Loan Parties shall not be required to deliver leasehold mortgages.
(c) With respect to any Capital Stock acquired after the Closing Date by the Borrower or any other Loan Party (which, for the purposes of this paragraph (c), shall include any Capital Stock of an existing Subsidiary that ceases to be an Excluded Subsidiary) (other than any such Capital Stock constituting Excluded Assets or that is subject to Liens permitted by Section 6.2(n)), promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Collateral Trustee reasonably deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Secured Parties, a perfected first priority security interest in such Capital Stock, (ii) deliver to the Collateral Trustee the certificates, if any, representing such Capital Stock, together with related undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or the relevant Loan Party, (iii) in the case of any new Subsidiary that is not an Excluded Subsidiary, cause such Subsidiary (A) to become a Subsidiary Guarantor and a party to this Agreement, the Security Agreement, the Collateral Trust Agreement and any other Security Document to the extent applicable to such Subsidiary, (B) to take such actions necessary or advisable to grant to the Collateral Trustee for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Security Agreement and the Collateral Trust Agreement with respect to such Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be reasonably required by the Security Agreement or by law or as may be reasonably requested by the Collateral Trustee and (C) to deliver to the Collateral Trustee a certificate of such Subsidiary, substantially in the form of Exhibit E, with appropriate insertions and attachments, and (iv) if reasonably requested by the Collateral Trustee, deliver to the Collateral Trustee 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 (other than a Foreign Subsidiary) 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 AgentTrustee.
(d) With respect to any new Foreign Subsidiary created or acquired after The Lenders acknowledge the Closing Date by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Collateral Trust Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, provides for the benefit release of security interests in and Liens on the Lenders, a perfected first priority security interest in Collateral and releases of Subsidiaries from their obligations under the Capital Stock of such new Subsidiary which is owned by Credit Documents under the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters circumstances described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agenttherein.
Appears in 2 contracts
Sources: Credit Agreement (American Capital, LTD), Credit Agreement (American Capital, LTD)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Subsidiary Guarantor (other than (w) any property described in clause (b) below, (x) any Property described in paragraph (b), (c) or (d) below property constituting Excluded Assets and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g)7.3(g) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, ) promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 and property, (ii) take all actions necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property property (subject to Liens permitted by Section 6.3 and perfected Permitted Liens), including the entering into of account control agreements (to the extent required by the Security Section 6.15), delivery of Collateral that can be perfected by possession and Pledge Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after Agent or the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 Collateral Agent and (iii) if requested by the Administrative AgentAgent or the Collateral Agent with respect to any property with a value, in the reasonable opinion of the Borrower, equal to, individually or in the aggregate, $10,000,000 or more, 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; provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than entering into of account control agreements (to the extent required by Section 6.15) and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value, in the reasonable opinion of the Borrower, of such property, individually or in the aggregate, is equal to $3,000,000 or more.
(cb) With Except as required in the process (but not the final reorganization) of effecting a Permitted Reorganization, with respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its SubsidiariesSubsidiary Guarantor in accordance with Section 7.17(b), promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order 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 Subsidiary which is owned by the Borrower or any of its SubsidiariesSubsidiary, (ii) deliver take such steps as are necessary to give the Administrative Collateral Agent “control” (as defined in the certificates representing such Capital Stock if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer Uniform Commercial Code) of the Borrower or such Subsidiary, as the case may beCapital Stock, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and the Intercreditor Agreement pursuant to one or more joinder agreements substantially in the forms attached to each such agreement, (B) to take such actions as are necessary or advisable to grant to the Administrative Agent Collateral 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 Collateral Agreement with respect to such new Subsidiary, including, without limitation, Subsidiary (to the filing of Uniform Commercial Code financing statements in such jurisdictions as may be extent required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent, and 91 Sunshine (ivNortheast) 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 Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.– Credit Agreement
Appears in 2 contracts
Sources: Credit Agreement (REV Renewables, Inc.), Credit Agreement (REV Renewables, Inc.)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (xw) any Property property described in paragraph (b), (c) or (d) below and below, (yx) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (y) so long as the Term Loan Obligations Payment Date has not occurred, any Term Loan Priority Collateral as to which the Term Loan 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 (z) any property (other than Term Loan 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) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property subject property and (ii) take all actions necessary or reasonably advisable to Liens permitted by Section 6.3 and perfected grant to the extent Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in such property with the priority required by the Security and Pledge Intercreditor Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 10,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (including a Person that owns such real property and becomes a Loan Party pursuant to this Section 6.10) (other than (i) any such real estate property subject to a Lien expressly permitted by Section 6.3(g)7.3(g) and (ii) any real property as to which the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan 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), promptly within sixty (i60) days after the acquisition thereof (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its sole discretion) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 the documents and instruments required under Section 5.1(k) (including any legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to as the Administrative AgentAgent may reasonably request).
(c) With respect to any new Domestic Subsidiary (other than any Immaterial Subsidiary, any CFC Holding Company or any Subsidiary of a Foreign SubsidiarySubsidiary or of a CFC Holding Company) created or acquired after the Closing Date by any Loan Party (which, for the Borrower purposes of this paragraph (c), shall include (1) any existing Subsidiary (other than an Immaterial 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 (2) any existing Subsidiary that ceases to be an Immaterial Subsidiary (and that is not a CFC Holding Company)), within thirty (30) days after the creation or acquisition of such new Domestic Subsidiary (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, together with undated stock powersendorsements, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral 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 first priority security interest with the priority required by the Intercreditor Agreement in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent and (C) subject to the Intercreditor Agreement, 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 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 Borrower purposes of this paragraph (d), shall include any existing Subsidiary that becomes a CFC Holding Company or any a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new CFC Holding Company or Foreign Subsidiary which that is owned by the Borrower or any of its Subsidiaries 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), (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates representing such pledged Capital Stock, if any, 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, relevant Loan Party and take such other action as may be the Administrative Agent deems necessary or, in the opinion of or reasonably advisable to perfect the Administrative Agent’s security interest therein; provided, desirable that such Loan Party shall be required to perfect the Lien thereon, provide a local law pledge agreement with respect to such Capital Stock (and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal local law opinions relating to the matters described abovesuch 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.
Appears in 2 contracts
Sources: Abl Credit Agreement (TTM Technologies Inc), Abl Credit Agreement (TTM Technologies Inc)
Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral) acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below below, and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement in any event within ten Business Days or such other documents later date as the Administrative Agent deems may agree in its sole discretion) take all actions necessary or advisable in order the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 subject to Liens (except as expressly permitted by Section 6.3 7.3) security interest and perfected to the extent required by the Security and Pledge AgreementLien in such property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate property having a fair market value (together with improvements thereof) of at least $500,000 2,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(g)), promptly (and in any event within sixty (60) days (or such longer time period as the Administrative Agent may agree in its sole discretion)) after such acquisition, to the extent requested by the Administrative Agent, (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to not in excess of the purchase price of such real estate (or such other amount fair market value as shall be reasonably specified estimated by the Administrative Agent) Borrower 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’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 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 five (c5) With respect Business Days prior to any new Subsidiary (other than the date on which a Foreign Subsidiary) created or acquired after Mortgage is executed and delivered pursuant to this Section 6.12, in order to comply with the Closing Date by the Borrower or any of its SubsidiariesFlood Laws, promptly (i) execute and deliver to the Administrative Agent such amendments (for delivery to each Lender) shall have received the Security and Pledge Agreement as following documents (collectively, 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary “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 the Security and Pledge Agreement and complete its flood due diligence, (B) to take such actions necessary or advisable to grant if the improvement(s) to the Administrative Agent for applicable improved real property is located in a special flood hazard area, a notification to the benefit of applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the Lenders a perfected first priority security interest National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the Collateral described in NFIP, (C) documentation evidencing the Security and Pledge Agreement with respect to applicable Loan Party’s receipt of any such new SubsidiaryLoan Party Notice (e.g., includingcountersigned Loan Party Notice, without limitationreturn receipt of certified U.S. Mail, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agentovernight delivery), and (ivD) if requested by the Administrative AgentLoan Party Notice is required to be given and, deliver to the Administrative Agent legal opinions relating to 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 matters described abovecommunity in which the property is located, which opinions shall be in form 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 substance, and from counsel, regulations reasonably satisfactory to the Administrative Agent.
Agent and each Lender (d) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiariesthe foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the contrary, promptly (i) execute no Mortgage will be executed and deliver delivered until each Lender has confirmed to the Administrative Agent that such amendments to the Security Lender has satisfactorily completed its flood insurance due diligence and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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 Agentcompliance 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 acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than (x) any real property or any Property described in paragraph (b), (c) or (d) below and of this Section 6.10, (y) any Property subject to a Lien expressly permitted by Section 6.3(g)7.3 and (z) Property acquired by an Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, Lender does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent Lender such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Lender or the ASOT Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, Lender a security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementProperty, 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 Collateral Agreement or by law or as may be requested by the Lender or the ASOT Administrative Agent.
(b) With respect to (i) any fee interest in any real estate property having a an appraised value (together with improvements thereof) of at least $500,000 5,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than any such real estate property owned by an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 6.3(g7.3), or (ii) subject to the related Loan Party obtaining the required landlord consent (provided that each Loan Party shall use commercially reasonable efforts to obtain such consent), any leasehold interest in real property having an aggregate appraised value of $5,000,000 acquired or leased (including any leasehold property interest owned by any new Subsidiary acquired after the Closing Date) in one or a series of transactions after the Closing Date by any Group Member, promptly (iand in any event no later than 60 days after the acquisition thereof) (A) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the LendersLender, covering such real estateproperty, (iiB) if requested by the Lender or the ASOT Administrative Agent, provide the Lenders ASOT Administrative Agent with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Lender or the ASOT Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor's ’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Lender or the ASOT Administrative Agent in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the ASOT Administrative Agent and (iiiC) if reasonably requested by the Lender or the ASOT Administrative Agent, deliver to the ASOT 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 ASOT Administrative Agent.
(c) With respect to any new Subsidiary (other than a an Excluded Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Borrower or any of its SubsidiariesGroup Member, promptly (i) execute and deliver to the Administrative Agent Lender such amendments to the Security Guarantee and Pledge Collateral Agreement as the ASOT Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesGroup Member, (ii) deliver to the Administrative Agent Lender 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 Borrower or such SubsidiaryGroup Member, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and (B) to take such actions necessary or advisable 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 Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Lender or the ASOT Administrative Agent, and (iv) if reasonably requested by the ASOT Administrative Agent, deliver to the ASOT 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 ASOT Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Group Member (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Administrative Agent Lender such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Lender or the ASOT Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiaries Group Member (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent Lender the certificates (if any) representing such Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryGroup Member, as the case may be, and take such other action as may be necessary or, in the opinion of the Lender or the ASOT Administrative Agent, desirable to perfect the Lien of the Lender thereon, and (iii) if reasonably requested by the Lender or the ASOT Administrative Agent, deliver to the ASOT 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 ASOT Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Archstone), Credit Agreement (Archstone)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than (x) real property, (y) any Property property described in paragraph (b), ) or (c) or (d) below below, and (yz) any Property property subject to a Lien expressly permitted by Section 6.3(g6.2(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 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, other than Excluded Property as defined in the Guarantee and Collateral Agreement and subject to Liens expressly permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement6.2, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 new Domestic Subsidiary created or acquired after the Closing Date by the Borrower any Group Member that is or any of its Subsidiaries (other than any such real estate subject to becomes a Lien expressly permitted by Section 6.3(g))Wholly Owned Subsidiary thereof, promptly (i) execute and deliver a first priority Mortgage in favor of to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary to grant to the Administrative Agent, for the benefit of the Lenders, covering a perfected first priority security interest in the Capital Stock of such real estatenew Subsidiary that is owned by any Group Member, (ii) if requested by deliver to the Administrative Agent, provide Agent the Lenders with (x) title and extended coverage insurance covering certificates representing such real estate in an amount 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 thereofCapital Stock, together with undated stock powers, in blank, executed and delivered by a surveyor's certificate duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (yB) any consents or estoppels to take such actions reasonably deemed necessary or advisable by to grant to the Administrative Agent in connection with such mortgage or deed of trust, each for the benefit of the foregoing Lenders a perfected first priority security interest in form the Collateral described in the Guarantee and substance Collateral Agreement, other than Excluded Property as defined 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 reasonably satisfactory to requested by the Administrative Agent and (iiiC) 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.
(c) With respect to any new first-tier Foreign Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its SubsidiariesGroup Member (other than any such new Subsidiary designated as an Unrestricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent deems reasonably 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 of such new Subsidiary which that is owned by any such Group Member (provided that in no event shall more than 65% of the Borrower or total outstanding voting Capital Stock of any of its Subsidiariessuch new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or relevant Group Member, and take such Subsidiaryother action as may be reasonably necessary to perfect the Administrative Agent’s security interest therein, as the case may be, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be 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.
(d) With respect to any new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.
Appears in 2 contracts
Sources: Revolving Facility Credit Agreement (Fender Musical Instruments Corp), Revolving Facility Credit Agreement (Fender Musical Instruments Corp)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 (other than a Foreign Subsidiary) 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 Security Guarantee and Pledge 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 of such new Subsidiary which is are owned by the Borrower or any of its SubsidiariesSubsidiaries and required to be pledged pursuant to the Guarantee and Collateral Agreement, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, together with undated stock powers, powers endorsed in blank, blank executed and delivered by a duly authorized officer Responsible Officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Collateral Agreement to the Security extent required by this Agreement and Pledge 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 in the Collateral collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new SubsidiarySubsidiary to the extent required, and as contemplated, by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, 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 opinion shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
, provided that notwithstanding the foregoing, (di) With respect to only 65% of the voting Capital Stock of any new direct Foreign Subsidiary created or acquired after the Closing Date by of the Borrower or any Domestic Subsidiary need be pledged under this clause (a), (ii) no voting Capital Stock of any Foreign Subsidiary other than a direct Foreign Subsidiary of the Borrower or any Domestic Subsidiary need be pledged under this clause (a), (iii) no Immaterial Subsidiary or any direct or indirect Foreign Subsidiary shall become a Guarantor or shall be required to pledge any of its Subsidiariesassets hereunder or under any other Loan Document and (iv) no Subsidiary shall become a Guarantor or shall be required to pledge any of its assets hereunder or under any other Loan Document if such Subsidiary is prohibited from doing so by any Requirement of Law or by any contractual obligation or if such Subsidiary would require a consent, promptly approval, license or authorization from a Governmental Authority to do so.
(ib) Promptly, but in any event not later than 45 Business Days after the Closing Date, or such longer period (not to exceed 90 Business Days after the Closing Date) as may be agreed by the Administrative Agent in its reasonable discretion, in respect of each Mortgaged Property, execute and deliver to the Administrative Agent such amendments a Mortgage reasonably satisfactory to the Security and Pledge Agreement as the Administrative Agent deems necessary in respect of each Mortgaged Property, except in connection with any Mortgaged Property as to which the Administrative Agent shall determine in its reasonable discretion, after consultation with the Borrower, that the costs and burden of obtaining a security interest are excessive in relation to the value of the security afforded thereby, and provide to the Administrative Agent in respect of each Mortgaged Property (i) a mortgagee’s title insurance policy (or advisable policies) or marked up unconditional binder for such insurance, together with a current ALTA survey thereof and a surveyor’s certificate, or, to the extent that the mortgagee’s title insurance policy delivered in order connection therewith meets the requirements set forth in this subsection 6.9(b), an existing ALTA survey thereof (if acceptable to grant the Administrative Agent in its reasonable discretion) or an “ExpressMap” thereof, in each case in form reasonably satisfactory to the Administrative Agent, 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; (C) name the Administrative Agent for the benefit of the LendersLenders as the insured thereunder; (D) be in form reasonably satisfactory to the Administrative Agent; (E) contain such endorsements, a perfected first priority security interest in coinsurance, reinsurance and affirmative coverage as the Capital Stock of Administrative Agent may reasonably request to the extent available at commercially reasonable rates; and (F) be issued by First American Title Insurance Company or such new Subsidiary which is owned by other title companies reasonably satisfactory to the Borrower Administrative Agent (including any such title companies acting as co-insurers or any of its Subsidiaries (provided that in no event shall more than 65% reinsurers, at the option of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledgedAdministrative Agent), (ii) deliver evidence reasonably satisfactory to the Administrative Agent the certificates representing it that all premiums in respect of each such Capital Stockpolicy, all charges for mortgage recording tax, and all related expenses, if any, together with undated stock powers, in blank, executed and delivered by a have been paid or duly authorized officer of the 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 thereon, provided for and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions from local counsel and counsel in the jurisdictions where the owners of the Mortgaged Properties are organized relating to the matters described above, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent.
(c) Upon the request of the Administrative Agent, to the extent permitted by applicable Requirements of Law at the time of such request, grant or cause its Subsidiaries to grant, to the Administrative Agent, a direct security interest in the Station Licenses within 30 days after receipt of such request, provided that to the extent FCC consent shall 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.
(d) Upon the occurrence and during the continuance of (i) any Event of Default with respect to paragraph (a) of Section 8, (ii) any payment default with respect to any Subordinated Indebtedness or Senior Unsecured 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 FCC), following the request of the Administrative Agent, cause the assets relating to each Station held by the Borrower to be transferred to a related License Subsidiary or, at the election of the Administrative Agent or if there is no License Subsidiary related to such Station, another Subsidiary that has no other assets or liabilities.
Appears in 2 contracts
Sources: Credit Agreement (Lin Tv Corp.), Credit Agreement (Lin Tv Corp.)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) property acquired by any Property subject to a Lien expressly permitted by Section 6.3(g)Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, Lender does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent Lender such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent Lender deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, Lender a security interest in such Property except as prohibited by documents permitted by Section 6.13 property to the extent set forth in the Guarantee and Collateral Agreement and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a perfected first priority (or, with respect to any property securing the Excluded Debt (other than the Hagen Debt), a perfected second priority) security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement▇▇▇▇▇rty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentLender.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than real property acquired by any such real estate subject to a Lien expressly permitted by Section 6.3(g)Excluded Foreign Subsidiary), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agentmortgage, for the benefit of the LendersLender, covering such real estateproperty, (ii) if requested by the Administrative AgentLender, provide the Lenders with (xA) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative AgentLender) as well as a current ALTA survey thereof, together with a surveyor's certificate and (yB) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent Lender in connection with such mortgage or deed of trustmortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent Lender and (iii) if requested by the Administrative AgentLender, deliver to the Administrative Agent Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentLender.
(c) With respect to any new Subsidiary (other than a an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the Borrower or purposes of this paragraph (c), shall include any of its Subsidiariesexisting Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent Lender such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent Lender deems necessary or advisable in order to grant to the Administrative AgentLender, for the benefit of the LendersLender, a perfected first priority security interest (or, with respect to any property securing the Excluded Debt (other than the Hagen Debt and the M Data Debt), a perfected second priority) securi▇▇ ▇▇terest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesGroup Member, (ii) deliver to the Administrative Agent Lender the certificates representing such Capital Stock if anyStock, 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 berelevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Lender a perfected first priority (or, with respect to any property securing the Excluded Debt (other than the Hagen Debt), a perfected second priority) security interest in the Collateral C▇▇▇▇▇eral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentLender and (C) to deliver to the Lender a certificate of such Subsidiary, substantially in the form of EXHIBIT C, with appropriate insertions and attachments, and (iv) if requested by the Administrative AgentLender, deliver to the Administrative Agent Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentLender.
(d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesGroup Member (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent Lender such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent Lender deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersLender, a perfected first priority security interest (or, with respect to any property securing the Excluded Debt (other than the Hagen Debt and the M Data Debt), a perfected second priority) securi▇▇ ▇▇terest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiaries such 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), (ii) deliver to the Administrative Agent Lender 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 Borrower or such Subsidiary, as the case may berelevant Group Member, and take such other action as may be necessary or, in the opinion of the Administrative AgentLender, desirable to perfect the Lien thereonLender's security interest therein, and (iii) if requested by the Administrative AgentLender, deliver to the Administrative Agent Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentLender.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property (other than assets expressly excluded from the Collateral pursuant to the Security Documents) acquired after the Closing Date by the Borrower or any of its Subsidiaries Obligor (other than (x) any Property described interests in paragraph (b)real property, (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g10.3(f) and (z) Instruments and Certificated Securities, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Collateral Agent for the benefit of the Secured Parties does not have a perfected Lien, promptly, but in any case within 30 days, (i) give notice of such Property to the Collateral Agent and execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent reasonably requests to grant to the Collateral Agent for the benefit of the Secured Parties a security interest in such Property and (ii) take all actions reasonably requested by the Collateral Agent to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest (to the extent required by the Security Documents and with the priority required by Section 5.10) in such Property (with respect to Property of a type owned by an Obligor as of the Closing to the extent the Collateral Agent, for the benefit of the LendersSecured Parties, does not have has a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersClosing), a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementincluding, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent. Any Instrument or Certificated Security in excess of $1,000,000 shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to the relevant Security Document.
(b) With respect to any fee interest in any real estate property located in the United States having a value (together with improvements thereof) of at least $500,000 1,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Obligor (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g10.3(f)), promptly (i) give notice of such acquisition to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver a first priority Mortgage (subject to Liens permitted by Section 10.3) in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, covering such real estateproperty (provided that no Mortgage nor survey shall be obtained if the Collateral Agent reasonably determines in consultation with the Company 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, Collateral Agent (A) provide the Lenders holders of the Notes with (x) a lenders’ title and insurance policy with extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor's ’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 Collateral Agent, and (yB) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent Collateral Agent, in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Collateral Agent and (iii) if requested by the Administrative Agent, Collateral Agent deliver to the Administrative 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 Collateral Agent.
(c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any Obligor, promptly, but in any case within 30 days of its Subsidiariessuch acquisition, promptly (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 5.7) in the Capital Stock of such new Subsidiary which that is owned by such Obligor (provided that no Capital Stock of any Foreign Subsidiary that is a CFC shall be required to be pledged, except for 65% of the Borrower Voting Stock and 100% of the Capital Stock (other than Voting Stock) of such CFC of any Foreign Subsidiary owned directly by the Company or any of its Domestic Subsidiaries), (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryObligor, as the case may be, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 5.10) in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new SubsidiarySubsidiary (to the extent the Collateral Agent, for the benefit of the Secured Parties has a perfected security interest in the same type of Collateral as of the Closing), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent. For the avoidance of doubt, and with respect to any new Foreign Subsidiary that is a CFC created or acquired after the Closing by any Obligor, such Obligor’s obligations under this clause (ivc) if requested by shall include obligations corresponding to each action described in clause (d) below (as such clause (d) relates to any Foreign Subsidiary that is a CFC at 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 AgentClosing).
(d) With respect to any new Foreign Subsidiary created or acquired after the Closing Date that is a CFC owned directly by the Borrower Company or any of its SubsidiariesDomestic Subsidiaries at the Closing, promptly other than Porex Technologies LTD, promptly, but in any case within 30 days of the Closing, (i) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest in 65% of the Voting Stock and 100% of the Capital Stock (other than Voting Stock) of such Foreign Subsidiary, (ii) execute and deliver to the Administrative Collateral Agent such amendments to the Security filings, registrations and Pledge Agreement other documents as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a perfected first first-priority security interest in the such Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 Borrower or such Foreign 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 thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Collateral Agent legal opinions relating an opinion of external local counsel to the matters described abovesuch Foreign Subsidiary, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory acceptable to the Administrative Collateral Agent, confirming the legality, validity, enforceability, priority and perfection of such security interest.
(e) Notwithstanding anything to the contrary in any Note Document, this Section 9.8 shall not apply with respect to any Collateral to the extent the Required Holders have reasonably determined that the value of such Collateral to which this Section 9.8 would otherwise apply is insufficient to justify the difficulty, time and/or expense of obtaining a perfected Lien therein.
Appears in 1 contract
Sources: Note Purchase Agreement (HLTH Corp)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (xA) any Property property described in paragraph (b), ) or (c) or below, (d) below and (yB) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(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 (D) 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 Property (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 (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property subject property and (ii) take all actions necessary or reasonably advisable to Liens permitted by Section 6.3 and perfected grant to the extent Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in any such property (with the priority required by the Security and Pledge Intercreditor Agreement), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 (other than a Foreign Subsidiary) 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) property acquired by any Property subject to a Lien expressly permitted by Section 6.3(g)Excluded Foreign Subsidiary) as to which the Administrative AgentCollateral Trustee, for the benefit of the LendersLenders and the Administrative Agent and any other Priority Lien Secured Parties (as defined in the Collateral Trust Agreement), does not have a perfected Lien, promptly (i) execute and deliver to the Collateral Trustee and the Administrative Agent such amendments to the Security agreements and Pledge Agreement or documents, and take such other documents actions, as may be required by the terms and conditions of the Guarantee and Collateral Agreement, that the Collateral Trustee or the Administrative Agent reasonably deems necessary or advisable in order to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersLenders and the Administrative Agent and any other Priority Lien Secured Parties, a security interest in such Property except as prohibited property to the extent required by documents permitted by Section 6.13 the terms and conditions of the Guarantee and Collateral Agreement, and (ii) take all actions necessary or reasonably advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersLenders and the Administrative Agent and any other Priority Lien Secured Parties, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent. Notwithstanding the foregoing, no such actions shall be required in respect of assets as to which the Administrative Agent shall determine in the exercise of its reasonable credit judgment that the costs of obtaining a Lien thereon are excessive in relation to the value of the security to be afforded thereby.
(b) With respect to (i) any fee interest in any real estate having property acquired in one or a value (together with improvements thereof) series of at least $500,000 acquired transactions after the Closing Date by the Borrower or any of its Subsidiaries other Loan Party (other than including any such real estate property owned by any new Subsidiary Guarantor acquired after the Closing Date and excluding any such real property owned by an Excluded Foreign Subsidiary), (ii) subject to a Lien expressly permitted by Section 6.3(g)the related Loan Party obtaining the required landlord consent and other documentation (including, without limitation, recorded leases or recorded memoranda of leases) (provided that each Loan Party shall use commercially reasonable efforts to obtain such consent and other documentation), promptly any ground lease interest in any real property acquired or leased (iincluding any ground lease property interest owned by any new Subsidiary Guarantor acquired after the Closing Date or any ground lease property interest with respect to which a required landlord consent is granted after the Closing Date) in one or a series of transactions after the Closing Date by the Borrower or any other Loan Party, and (iii) the Snellville Property, to the extent a sale and leaseback transaction permitted under Section 7.10 is not consummated on or prior to September 1, 2015, no later than 90 days after the date the applicable interest in real property is acquired (or with respect to the Snellville Property, November 30, 2015 and in each case or such later date as agreed to by the Administrative Agent in its sole discretion) (1) execute and deliver a first priority Mortgage (or leasehold Mortgage, as applicable) in favor of the Administrative AgentCollateral Trustee, for the benefit of the LendersPriority Lien Secured Parties (as defined in the Collateral Trust Agreement), covering such real estateproperty or ground lease interest, (ii2) if requested by the Administrative Agent, provide the Lenders Collateral Trustee with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price or construction cost of such real estate property or ground lease interest (or such other amount as shall be reasonably specified by the Administrative Agent, but in no event in excess of the insurable value thereof) as well as a current ALTA survey thereof, together with a surveyor's certificate and (y) any consents consents, waivers or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage Mortgage (or deed of trustleasehold Mortgage, as applicable) and that the Borrower can obtain using commercially reasonable efforts, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and Agent, (iii3) 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 and (4) comply with Part 1 of Schedule 6.13 with respect to such Mortgaged Property. Notwithstanding the foregoing, no such actions shall be required in respect of such real property or ground lease interest having a Fair Market Value less than $1,000,000 or as to which (i) the Administrative Agent shall otherwise determine in the exercise of its reasonable credit judgment that the costs of obtaining a Lien thereon are excessive in relation to the value of the security to be afforded thereby, or (ii) at the Administrative Agent’s discretion to the extent such real property is located in a flood zone; provided that the Administrative Agent may subsequently, upon giving notice to the Borrower, elect to no longer exclude real property previously excluded pursuant to this clause (ii) from the requirements set forth in this Section 6.10(b) and, upon such election, the Borrower shall comply with Part 1 of Schedule 6.13 with respect to Mortgaged Property as though such real property had been newly acquired on the date of such election.
(c) With respect to any new Subsidiary (other than a Foreign an Excluded Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Immaterial Subsidiary), or any other Subsidiary designated by the Borrower or any of its Subsidiariesto become a Subsidiary Guarantor, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable in order to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersLenders and the Administrative Agent, a perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesGroup Member, (ii) deliver to the Administrative Agent Collateral Trustee the certificates representing such Capital Stock if anyStock, 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 berelevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent Collateral Trustee for the benefit of the Lenders and the Administrative Agent a perfected first priority security interest in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit F, 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 such actions shall be required in respect of such assets as to which the Administrative Agent shall determine in the exercise of its reasonable credit judgment that the costs of obtaining a Lien thereon are excessive in relation to the value of the security to be afforded thereby.
(d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesGroup Member (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent Collateral Trustee such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable in order to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersLenders and the Administrative Agent, a perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiaries such Group Member (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock and 100% of the total outstanding non-voting Capital Stock of any such new Subsidiary be required to be so pledged), (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 Borrower or such Subsidiaryrelevant Group Member, as the case may be, and take such other action as may be necessary or, in the opinion of as reasonably determined by the Administrative Agent, desirable to perfect the Lien thereonCollateral Trustee’s security interest therein, 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 foregoing, no such actions shall be required in respect of such assets as to which the Administrative Agent shall determine in the exercise of its reasonable credit judgment that the costs of obtaining a Lien thereon are excessive in relation to the value of the security to be afforded thereby.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below and below, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) any property that constitutes Excluded Property (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 in any event within five (5) Business Days of notice thereof from the Administrative Agent (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 Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 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 Borrower or any of its Subsidiaries Closing Date (other than (i) any such real estate Material Real Property subject to a Lien expressly permitted by Section 6.3(g))7.3(g) and (ii) any Material Real Property as to which the Administrative Agent determines, promptly in its reasonable discretion and in consultation with the Parent Borrower, that the cost 111
(i) execute a duly executed and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estateacknowledged Mortgage, (ii) if 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, provide the Lenders (iii) (A) a new American Land Title Association or American Congress of Surveying and Mapping form survey with (x) title and extended coverage insurance covering respect to such real estate in an amount 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 Material Real Property in form and substance reasonably satisfactory 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 (iiiv) a “life-of-loan standard flood hazard determination”, and if requested by 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, deliver 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 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 AgentFlood Insurance Laws.
(c) With respect to (x) any new Domestic Subsidiary (other than a Foreign 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 Borrower Administrative Agent shall agree to in its sole discretion) after the creation or any acquisition of its Subsidiariessuch 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, promptly as applicable, (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest in the Capital Stock of such new Domestic Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, together with undated stock powersendorsements, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, (iii) cause such new Domestic Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral 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 first priority security interest in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Domestic Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent 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 (d) shall include any existing Subsidiary that becomes a CFC Holding Company or a Foreign Subsidiary), 112
(e) Notwithstanding anything to the contrary set forth in this Agreement, each Subsidiary Borrower or and any of its Subsidiariesother applicable Loan Party shall, promptly on the date such Domestic Subsidiary becomes a Subsidiary Borrower under this Agreement, (iA) execute and deliver to the Administrative Agent such amendments to the such Security and Pledge Agreement Documents (or such additional Security 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 perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged)Borrower, (iiB) 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 Borrower Company or such Subsidiaryother Loan Party, 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 thereonAdministrative Agent’s security interest therein, (C) 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 Borrower to become a party to each applicable Security Document and guarantee document and (iiiD) if take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in such property having the highest priority then available, including the filing of Uniform Commercial Code financing statements (or equivalent documents under local law) in such jurisdictions as may be required by the Security Documents or by law or as may be 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.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property Collateral (other than Real Property) acquired after the Closing Date by or, in the Borrower or case of any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly material
(i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security and Pledge Agreement Documents or such other documents new Security Documents as the Administrative Collateral Agent deems reasonably necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 Collateral consistent with the provisions hereof and the other Loan Documents and (ii) take all actions reasonably necessary or advisable to grant to to, or continue on behalf of, the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property Collateral subject to Liens permitted by under Section 6.3 and perfected to the extent required by the Security and Pledge Agreement6.02 hereof, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent.
(b) With respect to any fee interest in any real estate Collateral consisting of Real Property having a value (together with improvements thereof) in excess of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g))Loan Party, promptly (and, in any event, within 60 days following the date of such acquisition) (i) execute and deliver a first priority Mortgage (subject to Liens permitted by Section 6.02) in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateReal Property and complying with the provisions herein and in the Security Documents, (ii) if requested by the Administrative Agent, provide the Lenders Secured Parties with (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price of such real estate Real Property (or such other amount as the Administrative Agent shall be reasonably specified specify), together with such endorsements as are reasonably required by the Administrative Agent) Agent and the Collateral Agent and are obtainable in the jurisdiction in which such Real Property in located, as well as a current ALTA survey thereofthereof and flood insurance, 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 trustif applicable, each of the foregoing all in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, and only to the extent it is customary to receive or obtain the foregoing in connection with a Mortgage in such jurisdiction, (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, and only to the extent it is customary to receive or obtain the foregoing in connection with a Mortgage in such jurisdiction, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent and (iv) deliver to the Administrative Agent a notice identifying, and upon the Administrative Agent's request, provide a copy of, the consultant's reports, environmental site assessments or other documents relied upon by the Borrower or any other Loan Party, if any, to determine that any such real property included in such Collateral does not contain Hazardous Materials of a form or type or in a quantity or location that could reasonably be expected to result in a material Environmental Liability.
(c) With respect to any new Subsidiary (other than a an Excluded Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary at any time after the Closing Date) by Holdings, the Borrower or any of its the Subsidiaries, promptly (and, in any event, within 10 days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the existing Security and Pledge Agreement Documents or enter into new Security Documents as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a valid, perfected first priority security interest the Equity Interests in the Capital Stock of such new Subsidiary which is that are owned by Holdings, the Borrower or any of its the Subsidiaries, (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock if anyEquity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee existing Security Documents or enter into the new Security Documents (and provide Guarantees of the Security and Pledge Agreement Obligations) and (B) to take such actions necessary or advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the Lenders Secured Parties, a perfected first priority security interest in the Collateral described in the Security and Pledge Agreement Documents with respect to such new Subsidiary, including, without limitation, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Intellectual Property Security and Pledge Agreement or by law or as may be requested by the Administrative Agent or the Collateral Agent, only to the extent it is customary to receive or obtain the foregoing in such jurisdiction and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, only to the extent it is customary to receive or obtain the foregoing in such jurisdiction, which opinions opinions, if required, shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.
(d) With respect to any new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.[intentionally omitted]
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral) acquired at any time after the Original Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)below) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security and Pledge Agreement or such other documents as the Collateral Agent or the Administrative Agent reasonably deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 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 (if and to the extent the assets subject to the applicable Security Document can be perfected by the actions required, and to the extent required, by such Security Document) first priority security interest (subject to the Liens permitted hereunder) in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may reasonably be requested by the Administrative Agent or the Collateral Agent. Each of the Lenders hereby authorize each Administrative Agent and the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing.
(b) With respect to any Real Property (x) owned or acquired in fee interest in by any real estate Loan Party on the Original Closing Date or the Restatement Effective Date, as applicable, having a fair market value (together with improvements thereof) of at least $500,000 acquired 1,000,000 (as reasonably determined by the Borrower) (each such Real Property, subject to the last sentence of this Section 7.08(b), an “Initial Mortgaged Property”), or (y) acquired, constructed or improved after the Restatement Effective Date having a fair market value (together with improvements thereof) of at least $1,000,000 (as reasonably determined by the Borrower) and owned in fee by any Loan Party (or owned by any Restricted Subsidiary that becomes a Loan Party after the Restatement Effective Date) (each such Real Property, subject to the last sentence of this Section 7.08(b), being “Additional Real Property”), within 150 days after the Original Closing Date or the Restatement Effective Date, as applicable, for each Initial Mortgaged Property (as such date may be extended from time to time by the Borrower Administrative Agent in its sole discretion) or in the case of any Additional Real Property, 90 days after the acquisition, construction or improvement thereof (or the creation or acquisition of any Subsidiary Guarantor which owns Additional Real Property, as applicable) (as may be extended by the Administrative Agent in its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly reasonable discretion) (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateinterest in Real Property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 along with a surveyor's certificate and corresponding UCC fixture filing for filing in the applicable jurisdiction (y) any consents or estoppels reasonably deemed necessary or advisable by if the Administrative Agent Mortgage does not constitute a UCC fixture filing in connection with such mortgage or deed of trustjurisdiction), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, as may be necessary to create a valid, perfected and subsisting Lien, subject to Liens permitted hereunder, against such Real Property, (iiiii) provide the Lenders as addressee, for their benefit or as insured (as the case may be), with title policies, extended coverage and insurance, ALTA surveys, such affidavits, certificates, instruments of indemnification, legal opinions, (iii)(a) a “Life‑of‑Loan” Federal Emergency Management Agency Standard Flood Hazard Determination indicating whether the Mortgaged Property is in a “special flood hazard area” and (b) if such Mortgaged 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 is not available and (B) evidence of receipt by the applicable Loan Party of such notice, and (C) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such Mortgaged Property is located, evidence of flood insurance in accordance with Section 7.05(c) hereof, and (iv) such other information, documentation (including, but not limited to, appraisals, available environmental reports, and to the extent applicable, using commercially reasonable efforts, subordination agreements) and certifications, in each case, as may be reasonably requested by the Administrative Agent or the Collateral Agent). In connection with the foregoing requirements, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions it is understood and agreed that all Initial Mortgaged Properties shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agentowned by one or more Loan Parties.
(c) With with respect to any new Subsidiary (other than a Foreign Subsidiary) Guarantor created or acquired after the Closing Restatement Effective Date (or any Restricted Subsidiary that becomes a Subsidiary Guarantor after the Restatement Effective Date), promptly, and in any event within 30 days of such creation or acquisition (or, in the case of any Restricted Subsidiary that becomes a Subsidiary Guarantor, the date that such Restricted Subsidiary becomes a Subsidiary Guarantor) (as such date may be extended from time to time by the Borrower or any of Administrative Agent in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to this Agreement and the Security and Pledge Agreement as the Administrative Agent or the Collateral Agent deems reasonably necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to the Liens permitted hereunder) in the Capital Stock of such new Subsidiary which Guarantor that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Administrative 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 Authorized Officer of the Borrower or such Subsidiary, as the case may be, relevant Loan Party and (iii) cause such new Subsidiary Guarantor (Aa) to execute and deliver to the Administrative Agent and the Collateral Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Collateral Agent to become a party Subsidiary Guarantor and (y) a joinder agreement to the Subsidiary Guarantee and Security Agreement, substantially in the Security and Pledge Agreement and form annexed thereto, (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 (if and to the extent the assets subject to the applicable Security Document can be perfected by the actions required, and to the extent required, by such Security Document) first priority security interest (subject to the Liens permitted hereunder) in the Collateral described in the Security and Pledge Agreement with respect to such new SubsidiarySubsidiary Guarantor, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may reasonably be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent, Agent or the Collateral Agent and (ivc) if requested by the Administrative Agent, to deliver to the Administrative Agent and the Collateral Agent (i) a certificate of such Subsidiary Guarantor, substantially in the form of the certificate provided by the Loan Parties on the Original Closing Date pursuant to Section 6.01(i), with appropriate insertions and attachments and (ii) if reasonably requested by the Collateral Agent, a legal opinions relating opinion from counsel to the matters described above, which opinions shall be such new Subsidiary Guarantor in form and substance, and from counsel, substance reasonably satisfactory to the Collateral Agent. Each of the Lenders hereby authorize each Administrative AgentAgent and the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing. Each of the Lenders hereby authorize each Administrative Agent and the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing.
(d) With with respect to any new Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary that is owned directly by a Loan Party created or acquired after the Closing Restatement Effective Date by the Borrower or any of its SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security and Pledge Agreement as the Administrative Agent or Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in (subject to the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that Liens permitted hereunder) in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required described in clause (i) of the definition of Excluded Foreign Subsidiary that is owned directly by a Loan Party and 100% of the total outstanding non‑voting Capital Stock of such Excluded Foreign Subsidiary in each case, to be so pledged)the extent owned by one or more Loan Parties, and (ii) deliver to the Administrative Collateral Agent the certificates (if any) representing such Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the relevant Loan Party. Notwithstanding anything to the contrary in the foregoing clauses (c) and (d), the Borrower or may notify the Administrative Agent at any time that the Borrower desires to join an Excluded Foreign Subsidiary as a Subsidiary Guarantor under this Agreement and the other Loan Documents, and, in any such Subsidiarycase, as reasonably agreed by the case may beAdministrative Agent and the Borrower, cause such Excluded Foreign Subsidiary to (i) become a Subsidiary Guarantor by executing and take delivering to the Collateral Agent a Guarantor Joinder Agreement along with such other action documentation as may be necessary orthe Collateral Agent deems reasonably appropriate for effecting such joinder, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ in the opinion favor of the Administrative Agent, desirable Collateral Agent for the ratable benefit of the Secured Parties on the assets and other personal property of such Excluded Foreign Subsidiary of the same type that constitute Collateral for purposes of the Security Documents (other than with respect to perfect any Excluded Assets of such Excluded Foreign Subsidiary but without giving effect to any provision of the Lien thereon, definition of Excluded Assets that would otherwise result in such Excluded Foreign Subsidiary (and its tangible and intangible personal property) constituting an Excluded Asset) and (iii) if enter into any such amendments, modifications, or other changes to this Agreement and any other Loan Document reasonably requested by the Collateral Agent in its reasonable discretion in order to address any matters in connection with, or related to, such Excluded Foreign Subsidiary becoming a Subsidiary Guarantor under the Loan Documents. Each of the Lenders hereby authorize the Administrative AgentAgent and the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing.
(e) with respect to any new Non‑Guarantor Subsidiary created or acquired after the Restatement Effective Date by any Loan Party (but excluding any Unrestricted Subsidiary, any Excluded Foreign Subsidiary and any Subsidiary which would be a Subsidiary Guarantor but for clause (vi) in the definition thereof 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 (other than Holdings or any of its Restricted Subsidiaries) party thereto which consent has not been obtained), promptly (i) execute and deliver to the Administrative Agent legal opinions relating and the Collateral Agent such amendments to this Agreement and the Security Agreement as the Collateral Agent or the Administrative Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to the Liens permitted hereunder) in the Capital Stock of such Non‑Guarantor Subsidiary that is owned by any Loan Party and (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. Notwithstanding anything to the contrary in the foregoing clauses (c) and (d), the Borrower may notify the Administrative Agent at any time that the Borrower desires to join a Non-Guarantor Subsidiary (other than any Unrestricted Subsidiary) as a Subsidiary Guarantor under this Agreement and the other Loan Documents, and, in any such case, as reasonably agreed by the Administrative Agent and the Borrower, cause such Non-Guarantor Subsidiary to (i) become a Subsidiary Guarantor by executing and delivering to the Collateral Agent a Guarantor Joinder Agreement along with such other documentation as the Collateral Agent deems reasonably appropriate for effecting such joinder, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Collateral Agent for the ratable benefit of the Secured Parties on the assets and other personal property of such Non-Guarantor Subsidiary of the same type that constitute Collateral for purposes of the Security Documents (other than with respect to any Excluded Assets of such Non-Guarantor Subsidiary but without giving effect to any provision of the definition of Excluded Assets that would otherwise result in such Non-Guarantor Subsidiary (and its tangible and intangible personal property) constituting an Excluded Asset) and (iii) enter into any such amendments, modifications, or other changes to this Agreement and any other Loan Document reasonably requested by the Collateral Agent in its reasonable discretion in order to address any matters described in connection with, or related to, such Excluded Foreign Subsidiary becoming a Subsidiary Guarantor under the Loan Documents. Each of the Lenders hereby authorize the Administrative Agent and the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing.
(f) Notwithstanding anything herein or in any other Loan Document to the contrary, (i) no Loan Party shall be required to obtain Control Agreements or similar arrangements with respect to deposit, securities or commodities accounts if, as of any quarter end, the Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the most recently completed Measurement Period, is no greater than 2.67:1.00 and, in such instance, the Collateral Agent shall terminate any Control Agreements then in existence and (ii) no actions (including, for the avoidance of doubt, filings and recordations) in any non-U.S. jurisdiction (including, for the avoidance of doubt, with respect to any Intellectual Property registered, patented or applied for in any non-U.S. jurisdiction) shall be required in order to create any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements (including, for the avoidance of doubt, with respect to any Intellectual Property registered, patented or applied for in any non-U.S. jurisdiction) governed under the laws of any non-U.S. jurisdiction).
(g) The Borrower shall, and shall cause each other Loan Party to, provide the Collateral Agent five (5) Business Days (or such shorter period as the Collateral Agent may agree) prior written notice before establishing or closing any deposit account, securities account or commodities account at or with any bank or financial institution. In addition, subject to clause (f)(i) above, which opinions within 90 days after the Third Restatement Effective Date (or such later date as the Required Lenders may agree; provided that, the Collateral Agent may extend the deadline by an additional 30 days (i.e., to 120 days after the Third Restatement Effective Date) without the Required Lenders’ consent) for each such account that any Loan Party at any time maintains, each Loan Party shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.cause t
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (xA) any Property property described in paragraph (b), ) or (c) or below, (d) below and (yB) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(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 and (E) any property that is Excluded Property (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 (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property subject property and (ii) take all actions necessary or reasonably advisable to Liens permitted by Section 6.3 and perfected grant to the extent Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in any such property (with the priority required by the Security and Pledge Intercreditor Agreement), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries new Domestic Subsidiary (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 (other than a Foreign Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the Borrower purposes of this paragraph (c), 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), within thirty (30) days after the creation or any acquisition of such new Domestic Subsidiary (or such later date as the Administrative Agent shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, together with undated stock powersendorsements, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, relevant Loan Party and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral 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 first priority security interest with the priority required by the Intercreditor Agreement in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent, Agent and (ivC) if requested by the Administrative Agent, to deliver to the Administrative Agent legal opinions relating to a certificate of such Subsidiary, substantially in the matters described aboveform of Exhibit C, which opinions shall be in form with appropriate insertions and substance, and from counsel, reasonably satisfactory to the Administrative Agentattachments.
(dc) 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 Borrower purposes of this paragraph (d) shall include any existing Subsidiary that becomes a CFC Holding Company or any a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.71 509265-2041-Active.31278172.28
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property -------------------------- acquired after the Closing Date by the Borrower Company or any of its Domestic Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (dc) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g8.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest acquired after the Closing Date by the Company or any of its Subsidiaries in any real estate property located in the United States having a fair market value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g))5,000,000, promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount 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 if customary under local practice in the relevant jurisdiction 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; provided, however, that the -------- ------- provisions of this clause (b) shall not apply with respect to fee interests in real property to the extent that (x) such real property is subject to a Lien expressly permitted by Section 8.3(g) or (y) the Administrative Agent determines that the costs of obtaining a security interest in such real property are excessive in relation to the value of the security to be afforded thereby.
(c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower Company or any of its Subsidiaries, promptly promptly:
(i) execute and deliver to the Administrative Agent such amendments to the Security Collateral Agreement or an additional Pledge Agreement, and Pledge Agreement take such other actions, as the Administrative Agent or the Syndication Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the relevant Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower Company or any of its Subsidiaries, (ii) deliver including, without limitation, the delivery to the Administrative Agent of the certificates representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Subsidiary, as the case may be;
(ii) in the case of any Domestic Subsidiary, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee Collateral Agreement and the Security to execute a Domestic Obligations Guarantor Joinder Agreement and Pledge a Foreign Obligations Guarantor Joinder 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 in the Collateral described in the Security and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Collateral 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 new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, and (iii) if requested by in the Administrative Agentcase of any Foreign Subsidiary, deliver cause such Subsidiary 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.execute a Foreign Obligations Guarantor Joinder Agreement; and
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property --------------------------------- acquired after the Closing Restatement Effective Date by the Borrower or any of its Subsidiaries Company (other than (x) any Property described in paragraph (b), (c) or (dc) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g8.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest acquired after the Restatement Effective Date by the Company in any real estate property located in the United States having a fair market value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g))5,000,000, promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount 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 if customary under local practice in the relevant jurisdiction 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; provided, however, that the provisions of this clause (b) -------- ------- shall not apply with respect to fee interests in real property to the extent that (x) such real property is subject to a Lien expressly permitted by Section 8.3(g) or (y) the Administrative Agent determines that the costs of obtaining a security interest in such real property are excessive in relation to the value of the security to be afforded thereby.
(c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Restatement Effective Date by the Borrower Company or any of its Subsidiaries, promptly promptly:
(i) execute and deliver to the Administrative Agent such amendments to the Security Collateral Agreement or an additional Pledge Agreement, and Pledge Agreement take such other actions, as the Administrative Agent or the Syndication Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the relevant Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower Company or any of its Subsidiaries, (ii) deliver including, without limitation, the delivery to the Administrative Agent of the certificates representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Subsidiary, as the case may be;
(ii) in the case of any Domestic Subsidiary, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to Capital Stock of such new Subsidiary;
(iii) in the case of any Foreign Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in cause such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent, and Subsidiary to execute a Foreign Obligations Guarantor Joinder Agreement; and
(iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions and any other necessary documentation relating to the matters described above, which opinions and documentation shall be in form and substance, and and, in the case of opinions, from counsel, reasonably satisfactory to the Administrative Agent.
(d) With ; provided, however, that any actions described in this Section 7.10 need not be -------- ------- taken by or with respect to any new Foreign Subsidiary created or acquired after to the Closing Date by extent that (x) such Foreign Subsidiary and its Subsidiaries had consolidated revenues for the Borrower immediately preceding four fiscal quarters and consolidated assets as of the last day of the most recently completed fiscal quarter which were less than $2,500,000, (y) the taking of such action would, in the good faith judgment of the Company (which shall be promptly notified in writing to the Administrative Agent), cause such the Company or any of its Subsidiaries, promptly (i) execute and deliver Subsidiaries to be subject to material adverse tax consequences or would cause the Administrative Agent such amendments to the Security and Pledge 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 of such new Subsidiary which is owned by the Borrower Company or any of its Subsidiaries (provided that in no event shall more than 65% or any of the total outstanding Capital Stock of any such new Subsidiary be required its respective officers, directors or employees) to be so pledged), subject to material adverse legal consequences or (iiz) 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 Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion reasonable judgment of the Administrative Agent, desirable to perfect the Lien thereon, and (iii) if requested by the Administrative Agent, deliver costs related to the Administrative Agent legal opinions relating taking of such actions would be uneconomic relative to the matters described above, benefits which opinions shall would reasonably be in form and substance, and from counsel, reasonably satisfactory expected to the Administrative Agentbe afforded therefrom.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (xi) any Property property described in paragraph (b), (c) or (d) below and below, (yii) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g), and (iii) Inventory and Vehicles (each as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement7.3) in such property, including without limitation, the filing of Uniform Commercial Code financing statements (or other documents such as Patent and Trademark Office filings) in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 10,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(g)), promptly (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as, if reasonably requested by the Administrative Agent as a result of the absence of a legal description of such real property not reasonably acceptable to the Administrative Agent, a current ALTA survey or boundary survey, as requested, 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 trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if such real property is not located in a State where any Mortgaged Property is located (or if the laws of such State governing security interests in real property have been modified since the Mortgage of the Mortgaged Property located in such State was filed) and 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) (i) With respect to any new material Subsidiary (other than an Excluded Foreign Subsidiary or a Foreign SubsidiarySubsidiary of ▇▇▇. ▇▇▇▇▇▇▇▇'▇) created or acquired after the Closing Date by the Borrower any Group Member or any Subsidiary which after the Closing Date becomes a material Subsidiary (other than an Excluded Foreign Subsidiary or a Subsidiary of its Subsidiaries▇▇▇. ▇▇▇▇▇▇▇▇'▇), promptly (iA) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 of such new material Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (iiB) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, 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 berelevant Loan Party, (iiiC) cause such new material Subsidiary (AI) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral Agreement, (BII) 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 Pledge Collateral Agreement (subject to Liens permitted by Section 7.3) with respect to such new material Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative AgentAgent and (III) to deliver to the Administrative Agent a certificate of such new material Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (ivD) 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 Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent[Reserved].
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 Material Real Property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)Excluded Real Property), promptly within 90 days (or such later date as may be agreed by the Administrative Agent)
(i) give notice of such acquisition to the Collateral Agent and promptly execute and deliver a first priority Mortgage (subject to liens permitted by Section 7.3) in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, covering such real estateReal Property (provided that no Mortgage nor survey shall be required 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, Collateral Agent (A) provide the Lenders with (x) a lenders’ title and insurance policy with extended coverage insurance covering such real estate Real Property in an amount at least equal to the purchase price of such real estate Real Property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor's ’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 Collateral Agent, (yB) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent Collateral Agent, in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (C) provide to the Administrative Agent flood insurance certificates and 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 (iii) if requested by the Administrative Agent, Collateral Agent deliver to the Administrative 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 Collateral Agent.
(c) With respect to any new Domestic Subsidiary (other than a Foreign an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any Subsidiary that ceases to be an Excluded Subsidiary) by any Loan Party, within 60 days (or such later date as may be agreed by the Borrower or any of its Subsidiaries, promptly Administrative Agent)
(i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiariessuch Loan Party, (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock if anyStock, 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 beLoan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, Collateral Agent and (iv) if requested by upon the Administrative reasonable request of the Collateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory substance similar to the Administrative Agentopinions delivered at the Closing Date.
(d) With respect to any Capital Stock of any new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (other than Excluded Capital Stock) that is created or acquired after the Closing Date by any Loan Party, within 60 days (or such later date as may be agreed by the Borrower or any of its Subsidiaries, promptly Administrative Agent)
(i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Collateral Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary which (other than any Excluded Capital Stock) that is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), Loan Party and (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock (other than any Excluded Capital Stock, if any), 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 beLoan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable to perfect or ensure appropriate priority the Lien of the Collateral Agent thereon.
(e) Notwithstanding anything in this Section 6.8 to the contrary, neither the Borrower nor any of its Restricted Subsidiaries shall be required to take any actions in order to perfect the security interest in the Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties under the laws of any jurisdiction outside the United States.
(f) Notwithstanding the foregoing, to the extent any new Restricted Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated.
(iiig) if requested by From time to time the Administrative Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, deliver for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created thereby. Notwithstanding the foregoing, the provisions of this Section 6.8 shall not apply to assets as to which the Administrative Agent legal opinions relating to and the matters described above, which opinions Borrower shall be in form reasonably determine that the costs and substance, and from counsel, reasonably satisfactory to burdens of obtaining a security interest therein or perfection thereof outweigh the Administrative Agentvalue of the security afforded thereby.
Appears in 1 contract
Sources: First Lien Credit Agreement (Engility Holdings, Inc.)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than (x) any Property property described in paragraph (b) (or which would have been described in paragraph (b) but for the dollar threshold therein), (c), (d) or (de) below and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g)) as to which the Administrative relevant Collateral Agent, for the benefit of of, among others, the relevant Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative U.S. Collateral Agent or the Canadian Collateral Agent, as appropriate, such amendments to the Security relevant Guarantee and Pledge Collateral Agreement or such other documents as the relevant Administrative Agent deems necessary or advisable in order to grant to the Administrative U.S. Collateral Agent or the Canadian Collateral Agent, as appropriate, for the benefit of of, among others, the relevant Lenders, a security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions necessary or advisable to grant to the Administrative U.S. Collateral Agent or the Canadian Collateral Agent, as appropriate, for the benefit of of, among others, the Lenders, a perfected first priority security interest in such Property property subject to Liens permitted by Section 6.3 and 7.3, perfected to the extent required by the Security relevant Guarantee and Pledge Agreement, Collateral Agreement including without limitation, the filing of Uniform Commercial Code such financing statements in such jurisdictions as may be required by the Security relevant Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative applicable Collateral Agent. Notwithstanding anything herein to the contrary, with respect to (A) Intellectual Property of any Group Member which arises under laws of countries (or political subdivisions thereof) other than the United States or Canada, such Group Member shall not be required to comply with the foregoing obligations, and (B) non-material Intellectual Property licensed to any Group Member, such Group Member shall not be required to comply with the foregoing obligations to the extent that (1) such Group Member does not have the right under the applicable license or under applicable law to comply with such obligations for such property, or (2) doing so would impair the value of such property or otherwise subject such Group Member to material penalties or liability.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 5,000,000 acquired after the Closing Date date hereof by the Borrower or any of its Subsidiaries Group Member (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(g)), promptly (ior, in the case of any such interest acquired prior to the Closing Date, on the Closing Date) (A) execute and deliver a first priority Mortgage subject to Liens permitted by Section 7.3, in favor of the Administrative relevant Collateral Agent, for the benefit of of, among others, the relevant Lenders, covering such real estateproperty, (iiB) if requested by the relevant Administrative Agent, provide the such Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the relevant Administrative Agent) as well as a current ALTA survey thereofthereof or equivalent thereof satisfactory to the relevant Administrative Agent, together with a surveyor's certificate and ’s certificate, (y) any consents or estoppels reasonably deemed necessary or advisable by the relevant Administrative Agent in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the relevant Administrative Agent and (iiiz) environmental reports or other evidence reasonably satisfactory to the relevant Administrative Agent as to any potential liabilities under Environmental Laws associated with such real property and (C) if requested by the relevant Administrative Agent, deliver to the relevant 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 relevant Administrative Agent.
(c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the Borrower or purposes of this paragraph (c), shall include any of its Subsidiariesexisting Subsidiary that ceases to be a Foreign Subsidiary), promptly (i) execute and deliver to the relevant Administrative Agent and the relevant Collateral Agent such amendments to the Security U.S. Guarantee and Pledge Collateral Agreement or the Canadian Collateral Agreement, as applicable, as the relevant Administrative Agent deems necessary or advisable in order to grant to the Administrative relevant Collateral Agent, for the benefit of of, among others, the U.S. Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesGroup Member, subject to Liens permitted by Section 7.3 (ii) deliver to the Administrative relevant Collateral Agent the certificates representing such Capital Stock if anyStock, 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 berelevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary U.S. Guarantee and the Security and Pledge Agreement and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative relevant Collateral Agent for the benefit of of, among others, the U.S. Lenders a perfected first priority security interest subject to Liens permitted by Section 7.3 in the Collateral described in the Security U.S. Guarantee and Pledge Collateral Agreement with respect to such new SubsidiarySubsidiary which is perfected to the extent required by the U.S. Guarantee and Collateral Agreement or Canadian Collateral Agreement, includingas applicable, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security U.S. Guarantee and Pledge Collateral Agreement or by law or as may be requested by the relevant Administrative AgentAgent and (C) to deliver to the relevant Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit E, with appropriate insertions and attachments, and (iv) if requested by the relevant Administrative Agent, deliver to the relevant 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 relevant Administrative Agent.
(d) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesGroup Member (other than by any Group Member that is a Foreign Subsidiary), promptly (i) execute and deliver to the relevant Administrative Agent and the relevant Collateral Agent such amendments to the Security U.S. Guarantee and Collateral Agreement or such separate securities pledge agreements substantially in the form of the Canadian Pledge Agreement Agreement, as applicable, as the relevant Administrative Agent deems necessary or advisable in order to grant to the Administrative relevant Collateral Agent, for the benefit of of, among others, the U.S. Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiaries such Group Member, subject to Liens permitted by Section 7.3 (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), (ii) deliver to the Administrative relevant 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 Borrower or such Subsidiary, as the case may berelevant Group Member, and take such other action as may be necessary or, in the opinion of the relevant Administrative Agent, desirable to perfect the Lien thereonrelevant Collateral Agent’s security interest therein, and (iii) if requested by the relevant Administrative Agent, deliver to the relevant 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 relevant Administrative Agent.
(e) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Group Member, promptly (i) if such Group Member is a Foreign Subsidiary, execute and deliver to the relevant Collateral Agent and the relevant Administrative Agent such amendments to the Canadian Collateral Agreement as the relevant Administrative Agent deems necessary or advisable to grant to the relevant Collateral Agent, for the benefit of the Canadian Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Group Member, subject to Liens permitted by Section 7.3, (ii) if such Group Member is a Foreign Subsidiary, deliver to the relevant 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 Group Member, (iii) cause such new Subsidiary (A) to become a party to the Canadian Collateral Agreement, (B) to take such actions necessary or advisable to grant to the relevant Collateral Agent for the benefit of, among others, the Lenders a first priority security interest subject to Liens permitted by Section 7.3 in the Collateral described in the Canadian Collateral Agreement with respect to such new Subsidiary which is perfected to the extent required by the Canadian Collateral Agreement, including the filing of financing statements or other instruments in such jurisdictions as may be required by the Canadian Collateral Agreement or by law or as may be requested by the relevant Administrative Agent and (C) to deliver to the relevant Collateral Agent and the relevant Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit E, with appropriate insertions and attachments, (iv) cause such new Subsidiary to become a Guarantor under and as defined in the U.S. Guarantee and Collateral Agreement of the Obligations of the Canadian Borrower, and (v) if requested by the relevant Administrative Agent, deliver to 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 relevant Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party, including pursuant to a Permitted Acquisition (other than (x) any Property property described in paragraph (b), (c) or (d) below below, and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g)) as to which the Administrative Agent, for the ratable benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and in any event within thirty (30) days for a Domestic Subsidiary or sixty (60) days for a Foreign Subsidiary (or such longer time period as the Administrative Agent may determine in its sole discretion)) after such acquisition, (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable in order 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 except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions 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 security interest in such Property subject to Liens (except as expressly permitted by Section 6.3 7.3) security interest and perfected to the extent required by the Security and Pledge AgreementLien in such property, including without limitation, (A) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, and (B) taking such actions and entering into such agreements necessary or advisable under the laws of Canada, England and Wales or other applicable jurisdiction of organization of such Loan Party.
(b) With respect to any fee interest in any real estate property having a fair market value (together with improvements thereof) of at least $500,000 1,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(e))) located within a Covered Jurisdiction, promptly (and in any event within thirty (30) days (or such longer time period as the Administrative Agent may determine in its sole discretion)) after such acquisition, to the extent requested by the Administrative Agent, (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate 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 ’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 trustMortgage, 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 for properties located in the United States, 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”) and such other documents as any Lender may reasonably request to complete its flood due diligence, (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 that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent and each Lender (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the contrary, no Mortgage in respect of a property located in the United States will be executed and delivered until each Lender has confirmed to the Administrative Agent that such Lender has satisfactorily completed its flood insurance due diligence and compliance requirements.
(c) With respect to any new direct or indirect wholly-owned Subsidiary (other than a an Excluded Foreign Subsidiary, any Immaterial Foreign Subsidiary or any direct Subsidiary of Parent organized outside of the United States, Canada or the United Kingdom that is prohibited by an applicable Requirement of Law (including any law relating to unlawful financial assistance) from guaranteeing the Obligations or pledging its assets to secure the Obligations or for which the guarantee of the Obligations or the pledge of its assets to secure the Obligations could reasonably be expected to result in any violation or breach of, or conflict with, fiduciary duties of such Subsidiary’s officers, directors or managers) created or acquired after the Closing Date by the Borrower or any of its SubsidiariesLoan Party, promptly (and in any event within thirty (30) days for any Domestic Subsidiary or sixty (60) days with respect to any Foreign Subsidiary (or such longer time period as the Administrative Agent may determine in its sole discretion)) after such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable in order 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 which that is owned directly by the Borrower or any of its Subsidiariessuch 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 if anyStock, 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 berelevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral 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 Guarantee and Pledge Agreement Collateral Agreement, with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge 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 of the type described in Section 5.1(f), in a form reasonably satisfactory 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 customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new first-tier Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesLoan Party, promptly (and in any event within sixty (60) days (or such longer period of time as the Administrative Agent may determine in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Agreement Collateral Agreement, as the Administrative Agent reasonably deems necessary or advisable in order 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 which that is owned by the Borrower or any of its Subsidiaries such Loan Party (provided that in no event shall Capital Stock that possesses more than 65% of the total combined voting power of all outstanding classes of stock entitled to vote (within the meaning of Section 1.956-2(c)(2) of the Treasury Regulations, and taking into account all other direct or indirect pledges by the Borrower of the voting Capital Stock of such Excluded Foreign Subsidiary) of any such new first-tier Excluded Foreign Subsidiary be so pledged, and in no event shall any Capital Stock of any such new lower-tier Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, if any, 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 berelevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien thereonAdministrative Agent’s security interest therein, 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 customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) At the request of the Administrative Agent, each Loan Party 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 or other location in the United States where Collateral having a value exceeding $250,000 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 reasonably satisfactory in form and substance to the Administrative Agent. After the Closing Date, no Collateral with a value in excess of $250,000 shall be stored at any new location in the United States, without the prior written consent of the Administrative Agent unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained 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 public warehouse where any Collateral is or may be located in the United States.
Appears in 1 contract
Sources: Credit Agreement (RhythmOne PLC)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries Debtor (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementProperty, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any owned real estate property having a value (together with improvements thereof) of at least $500,000 250,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Debtor (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(g)), as to which the Administrative Agent does not have a perfected Lien, promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estateproperty, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance from a title insurance company reasonably satisfactory to the Administrative Agent and covering such real estate property in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) ), subject to the Liens as permitted by Section 7.3, as well as a current ALTA survey thereofthereof from a surveyor reasonably satisfactory to the Administrative Agent, together with a surveyor's ’s certificate provided that, if the applicable Debtor is able to obtain a “no change” affidavit acceptable to the title company and the Administrative Agent to enable it to issue a title policy removing all exceptions which would otherwise have been raised by the title company as a result of the absence of a new survey for such real property, and issuing all survey related endorsements and coverages, then a new survey shall not be required 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 provided that, Borrower shall only be required to exercise commercially best efforts to obtain such consents or estoppels and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions in local counsel and counsel in the jurisdiction where the owner of such real property is organized 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 (other than a an Excluded Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary) by the Borrower or any of its SubsidiariesDebtor, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiariessuch Debtor, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, 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 beDebtor, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary (subject to any existing Liens on such Collateral securing Indebtedness existing at the time such new Subsidiary is created or acquired, so long as such Indebtedness was not incurred in anticipation of such creation or acquisition and such Lien is not spread to encumber additional property of such Subsidiary), including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral 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 new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesDebtor, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries such Debtor (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 Borrower or such Subsidiary, as the case may beDebtor, 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, 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) Subject to the Orders, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and take or cause to be taken such further actions which may be required by law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Security Documents and the Orders, all at the expense of the Loan Parties.
Appears in 1 contract
Sources: Secured Superpriority Debtor in Possession Credit Agreement (NBC Acquisition Corp)
Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral) acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (xw) any Property property described in paragraph (b), (c) or (d) below and below, (yx) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g)) as (y) motor vehicles and other equipment covered by certificates of title and (z) 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 in any event within five (5) Business Days or such longer period of time agreed to by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable in order 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 except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions 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 in such Property subject to Liens (except as expressly permitted by Section 6.3 7.3) security interest and perfected to the extent required by the Security and Pledge AgreementLien in such property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 2,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(g)), promptly 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 LendersSecured Parties, covering such real estateproperty, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate 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 ’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 trustMortgage 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 Subsidiary (other than a an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its SubsidiariesLoan Party (including pursuant to a Permitted Acquisition), promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable in order 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 which that is owned directly or indirectly by the Borrower or any of its Subsidiariessuch 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 if anyStock, 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 berelevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral 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 Guarantee and Pledge Agreement Collateral Agreement, with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge 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 a form reasonably satisfactory to the Administrative 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.
(d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Agreement Collateral Agreement, as the Administrative Agent deems necessary or advisable in order 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 which that is owned by the Borrower or any of its Subsidiaries 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), (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 Borrower or such Subsidiary, as the case may berelevant 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 Lien thereonAdministrative 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.
(e) Each Loan Party shall use commercially reasonable efforts (which shall not require any Loan Party to agree to any 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 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. 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 Loan Party and no Inventory (in excess of $1,000,000) Borrower shall use commercially reasonable steps to obtain a landlord agreement or bailee letter, as appropriate, reasonably acceptable to the 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 public warehouse where any Collateral is or may be located.
Appears in 1 contract
Additional Collateral, etc. (a) With Except during a Collateral Release Period, with respect to any Property Collateral acquired after the Closing Date or with respect to any property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date, promptly (and, in any event, (A) with respect to any Deposit Account, Securities Account or Commodities Account, within the time period set forth in (and in all cases subject to) the second paragraph of Section 5.10 applicable to such Deposit Account, Securities Account or Commodities Account and (B) with respect to any other Collateral or any other property or asset which becomes Collateral, within 20 Business Days following the date of such acquisition or designation, or in each case, such longer period as consented to by the Borrower or any of Administrative Agent in its Subsidiaries (other than (xsole discretion) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents Security Documents as the Administrative Collateral Agent or the Collateral Trustee, as the case may be, deems necessary or reasonably advisable in order to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 Collateral and (ii) take all actions necessary or advisable reasonably requested by the Administrative Agent to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Property Collateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens permitted by Section 6.3 set forth in clause (g) of the definition thereof and perfected with respect to the extent required by the Security and Pledge Agreementany other Priority Lien Obligations), including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage 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 Collateral Agent or the Collateral Trustee (it being understood and agreed that no Control Agreements shall be required pursuant to this Section 5.09(a) (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price respect 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 any Counterparty Accounts and (y) on and after the Sixth Amendment Effective Date). Notwithstanding anything set forth herein or in 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 other Loan Document to the Administrative Agent and (iiicontrary, this Section 5.09(a) if requested by the Administrative Agent, deliver shall not apply 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 (other than a Foreign Subsidiary) created or Intellectual Property Collateral 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement any property or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver asset which becomes Intellectual Property Collateral pursuant 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 created or acquired definition of Collateral after the Closing Date by the Borrower or any of its Subsidiaries, promptly (i) execute it being agreed and deliver understood that such Intellectual Property Collateral shall be subject to the Administrative Agent such amendments to the Security and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit applicable provisions of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledgedGuarantee and Collateral Agreement), (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 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 thereon, 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.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the either Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (dc) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the either Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage mortgage or deed of trust, as the case may be, in favor of the Administrative Agent, Agent for the benefit of the Lenders, covering such real estate, in form and substance reasonably satisfactory to the Administrative Agent (ii) if requested by the Administrative Agent, Agent provide the Lenders with (xk) title and extended coverage insurance covering such real estate in an amount 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, 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 (other than a Foreign Subsidiary) created or acquired after the Closing Date by the either Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent (x) such amendments to the Security Guarantee and Pledge Collateral Agreement as 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 of such new Subsidiary which is owned by the either Borrower or any of its SubsidiariesSubsidiaries and (y) such amendments to this Agreement as shall be deemed necessary by the Administrative Agent to reflect the existence of such Subsidiary, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Loan Party owning such certificates or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral 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 new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agenti. [Reserved].
(b) ii. With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 Material Real Property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)Excluded Real Property), promptly within 90 days (or such later date as may be agreed by the Administrative Agent)
(i) give notice of such acquisition to the Collateral Agent and promptly execute and deliver a first priority Mortgage (subject to liens permitted by Section 7.3) in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, covering such real estateReal Property (provided that no Mortgage nor survey shall be required 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, Collateral Agent (A) provide the Lenders with (x) a lenders’ title and insurance policy with extended coverage insurance covering such real estate Real Property in an amount at least equal to the purchase price of such real estate Real Property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor's ’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 Collateral Agent, (yB) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent Collateral Agent, in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (C) provide to the Administrative Agent a “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination and 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 Flood Insurance Laws, (x) a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower or applicable Subsidiary Guarantor and (y) certificates of coverage under, and a declaration page relating to, the insurance policies required by Section 6.5(d) in form and substance satisfactory to the Collateral Agent and (iii) if requested by the Administrative Agent, Collateral Agent deliver to the Administrative 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 Collateral Agent.
(c) iii. With respect to any new Domestic Subsidiary (other than a Foreign an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any Subsidiary that ceases to be an Excluded Subsidiary) by any Loan Party, within 60 days (or such later date as may be agreed by the Borrower or any of its Subsidiaries, promptly Administrative Agent)
(i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiariessuch Loan Party, (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock if anyStock, 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 beLoan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, Collateral Agent and (iv) if requested by upon the Administrative reasonable request of the Collateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory substance similar to the Administrative Agentopinions delivered at the Closing Date.
(d) iv. With respect to any Capital Stock of any new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (other than Excluded Capital Stock) that is created or acquired after the Closing Date by any Loan Party, within 60 days (or such later date as may be agreed by the Borrower or any of its Subsidiaries, promptly Administrative Agent)
(i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Collateral Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary which (other than any Excluded Capital Stock) that is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), Loan Party and (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock (other than any Excluded Capital Stock, if any), 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 beLoan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable to perfect or ensure appropriate priority the Lien of the Collateral Agent thereon.
v. Notwithstanding anything in this Section 6.8 to the contrary, neither the Borrower nor any of its Restricted Subsidiaries shall be required to take any actions in order to perfect the security interest in the Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties under the laws of any jurisdiction outside the United States.
vi. Notwithstanding the foregoing, to the extent any new Restricted Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 7.7, and (iiisuch new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 6.8(c) if requested by or 6.8(d), as applicable, until the Administrative respective acquisition is consummated.
vii. From time to time the Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, deliver for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created thereby. Notwithstanding the foregoing, the provisions of this Section 6.8 shall not apply to assets as to which the Administrative Agent legal opinions relating to and the matters described above, which opinions Borrower shall be in form reasonably determine that the costs and substance, and from counsel, reasonably satisfactory to burdens of obtaining a security interest therein or perfection thereof outweigh the Administrative Agentvalue of the security afforded thereby.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)below) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security and Pledge Agreement or such other documents as the Collateral Agent or the Administrative Agent reasonably deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 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 (to the extent required by the applicable Security Document) first priority security interest in such Property property (subject to Liens permitted by Section 6.3 the ABL/Term Loan Intercreditor Agreement and perfected to the extent required by the Security and Pledge AgreementPermitted Liens), including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may reasonably be requested by the Administrative Agent or the Collateral Agent.
(b) With respect to any fee interest in Real Property (other than an Excluded Owned Real Property) acquired at any real estate having a value (together with improvements thereof) of at least $500,000 acquired time after the Closing Date that is fee-owned by any Loan Party (or owned by any Subsidiary that becomes a Loan Party after the Closing Date), within 90 days after the acquisition thereof (or the creation or acquisition of, or the joinder of any Subsidiary as, a Subsidiary Guarantor which owns Real Property, as applicable), as may be extended by the Borrower or any of Administrative Agent in its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g))reasonable discretion, promptly (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateinterest in Real Property, (ii) if requested by along with the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 trustcorresponding Real Property Deliverables, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Collateral 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 (other than a Foreign Subsidiary) 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary orto create a valid, in the opinion of the Administrative Agentperfected and subsisting Lien, desirable subject to perfect the Lien thereonLiens permitted under Section 8.02, 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.against such Real Property,
Appears in 1 contract
Sources: First Lien Term Loan Credit and Guarantee Agreement (Alden Global Capital LLC)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower Company or any of its Subsidiaries (other than (xw) any interest in real property or any Property described in paragraph (b)c) of this Section 6.08, (c) or (d) below and (yx) any Property subject to a Lien expressly permitted by Section 6.3(g7.03(g), (y) Property acquired by an Excluded Domestic Subsidiary and (z) Property acquired by or equity interests in an Excluded Foreign Subsidiary) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) and Pledge Agreement or such other documents (including intellectual property security agreements) as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except (to the extent such Property is of a type that would constitute Collateral as prohibited by documents permitted by Section 6.13 described in the Guarantee and Collateral Agreement or other Security Documents to which any Foreign Subsidiary Guarantor is a party) and (ii) take all actions necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject, except in such Property subject the case of the pledge of any Subsidiary Capital Stock, to Liens permitted by Section 6.3 and perfected 7.03) in such Property (to the extent required by the Guarantee and Collateral Agreement or other Security and Pledge AgreementDocuments to which any Foreign Subsidiary Guarantor is a party), including without limitation, the filing of Uniform Commercial Code financing statements and equivalent filings in other jurisdictions and/or intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or other Security and Pledge Agreement Documents to which any Foreign Subsidiary Guarantor is a party or by law or as may be reasonably requested by the Administrative Collateral Agent.
(b) With respect to any fee simple interest in any real estate property having a value (together with improvements thereof) of at least $500,000 4,000,000 acquired after the Closing Date by the Borrower Company or any of its Subsidiaries (other than any such real estate property owned by an Excluded Domestic Subsidiary, an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 6.3(g7.03(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor's ’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Collateral Agent in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Collateral Agent (or equivalent documents, if any, to the extent relevant in the jurisdiction of organization of any Foreign Subsidiary Guarantor or the jurisdiction where such real property is located) and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent. No later than three Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.08(b), in order to comply with the Flood Laws, the Collateral 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 Company (“Company Notice”) and (if applicable) notification to the Company 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 Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Company Notice is required to be given 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 Company’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 satisfactory to the Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”) (or equivalent documents, if any, to the extent relevant in the jurisdiction of organization of any Foreign Subsidiary Guarantor or the jurisdiction where such real property is located).
(c) With respect to any new Subsidiary (other than a an Excluded Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Borrower Company or any of its SubsidiariesSubsidiaries (other than by an Excluded Domestic Subsidiary), promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security and Pledge Agreement Documents to which it is a party) as the Administrative Collateral Agent deems necessary or advisable in order 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 Subsidiary which that is owned by the Borrower Company or any of its Subsidiaries, (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security and Pledge Agreement Documents to which it is to be a party) and (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Subsidiary Capital Stock, to Liens permitted by Section 7.03) in the Collateral described in the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security and Pledge Agreement Documents to which it is a party) with respect to such new SubsidiarySubsidiary to the extent required by the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party), including, without limitation, the filing of Uniform Commercial Code financing statements and equivalent filings in other relevant jurisdictions and intellectual property security agreements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, or such other Security and Pledge Agreement Documents to which any Foreign Subsidiary Guarantor is a party, or by law or as may be requested by the Administrative Collateral Agent, and (iv) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
(d) With respect to any new Excluded Foreign Subsidiary (other than any De Minimus Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower Company or any of its Subsidiaries (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a De Minimus Excluded Foreign Subsidiary) (other than any Excluded Foreign Subsidiaries), promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security and Pledge Agreement Documents to which it is a party) or such other documents as the Administrative Collateral Agent reasonably deems necessary or advisable in order 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 Subsidiary which that is owned by the Borrower Company or any 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), (ii) deliver to the Administrative 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 Borrower Company or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by Holdings, the Borrower or any of its Subsidiaries (other than (xv) any Property property described in paragraph (b), (c) or (d) below and below, (yw) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (x) any property acquired by any Excluded Foreign Subsidiary, (y) any property for which the costs associated with creating, attaching, granting and/or perfecting a Lien thereon exceed the value of the collateral as determined by the Administrative Agent in its reasonable discretion, and (z) as otherwise provided in any Security Document) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly promptly, but in any event within 30 days, (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent. Notwithstanding the foregoing, neither Holdings nor the Borrower shall be required, and the Borrower shall not be required to cause each of its Subsidiaries, to take any actions or accept any contract terms which could reasonably be expected to have a Material Adverse Effect or cause undue hardship or excessive costs to Holdings, the Borrower or such Subsidiary, as the case may be, in order to obtain the necessary consents to an assignment of its rights, title and interest in the Collateral.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 2,500,000 acquired after the Closing Date by Holdings, the Borrower or any of its Subsidiaries (other than (x) any such real estate property subject to a Lien expressly permitted by Section 6.3(g)7.3(g), promptly (y) real property acquired by any Excluded Foreign Subsidiary, and (z) any real property for which the costs associated with creating, granting and/or perfecting a Lien thereon exceed the value of the collateral as determined by the Administrative Agent in its reasonable discretion), promptly, but in any event within 30 days, (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate 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 ’s certificate and (y) any consents or estoppels (which may be obtained without undue hardship or excessive costs) reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of trustMortgage, 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 Domestic Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by Holdings, the Borrower or any of its Subsidiaries, promptly promptly, but in any event within 30 days, (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 of such new Subsidiary which that is owned by Holdings, the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates certificates, as applicable, representing such Capital Stock if anyStock, together with with, as applicable, undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement 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 Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent 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 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 (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by Holdings, the Borrower or any of its SubsidiariesSubsidiaries (which, promptly for the purposes of this paragraph (d), shall include any existing Foreign Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly, but in any event within 60 days and to the extent not restricted by Requirement of Law, (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 (as applicable under applicable law) in the Capital Stock of such new Foreign Subsidiary which that is owned by Holdings, the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates certificates, as applicable, representing such Capital Stock, if anytogether with, together with as applicable, undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect (as applicable under applicable law) the Lien thereonAdministrative Agent’s security interest therein, 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.
(e) With respect to any new Permitted Joint Venture created or acquired by the Borrower or any of one or more of its Subsidiaries after the Closing Date, use reasonable efforts in good faith to cause the joint venture or similar agreement with respect thereto to permit the ownership interests of the Borrower and such Subsidiaries therein to be included as Collateral under the Security Documents.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any personal property or registered Intellectual Property (other than assets expressly excluded from the Collateral pursuant to the Security Documents) located in the United States acquired or created after the Closing Date by any Loan Party that is required by the Borrower or any terms of its Subsidiaries this Agreement and the other Loan Documents to become Collateral (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.2(c)) as to which the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties does not have a perfected Lien, promptly except as otherwise provided in the Security Documents promptly, but in any case within 45 days (which period may be extended by the Administrative Agent in its reasonable discretion), (i) give notice of such property to the Collateral Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent deems necessary or advisable in order reasonably requests to grant to the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a security interest in such Property except as prohibited by documents permitted by Section 6.13 (with the priority specified in the Intercreditor Agreement) and (ii) take all actions necessary or advisable reasonably requested by the Collateral Agent to grant to the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected (to the extent required by the Security Documents and Pledge with the priority required by the Intercreditor Agreement) in such property (with respect to property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, including has a perfected security interest in such property as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent.
(b) With respect to any fee interest owned real property located in any real estate the United States having a value (together with improvements thereof) of at least $500,000 1,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g)7.2(c), promptly (i), (o) or (p); provided, however, that with respect to Liens permitted by Section 7.2(c) or (i), this exception shall apply to the extent such Liens expressly restrict the granting of a Mortgage) (i) within 45 days of such acquisition, give notice of such acquisition to the Collateral Agent and, if requested by the Collateral Agent promptly thereafter execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.2) in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, covering such real estateproperty (provided that no Mortgage nor survey shall be obtained if the Collateral Agent reasonably determines in consultation with the Borrowers 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, Collateral Agent (A) provide the Lenders with (x) a lenders’ title and insurance policy with extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) property as well as a current ALTA survey thereof, together with a surveyor's ’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 Collateral Agent, and (yB) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Administrative Collateral Agent in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Collateral Agent and (iii) if requested by the Administrative Agent, Collateral Agent deliver to the Administrative 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 Collateral Agent.
(c) With Except as otherwise permitted in the Security Documents, with respect to any (x) new Domestic Subsidiary (other than a Foreign Subsidiary) that is created or acquired after the Closing Date by any Loan Party that is a Material Restricted Subsidiary or (y) any Unrestricted Subsidiary designated as a Restricted Subsidiary after the Borrower Closing Date, promptly, but in any case within 45 days of such creation, acquisition or any of designation (which period may be extended by the Administrative Agent in its Subsidiariesreasonable discretion), promptly (i) give notice of such acquisition, creation or designation to the Collateral Agent, (ii) if such Subsidiary is a Material Restricted Subsidiary, (A) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other Security and Pledge Agreement Documents or other documents as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority specified in the Intercreditor Agreement) in the Capital Stock of such new Material Restricted Subsidiary which that is owned by the Borrower or any of its Subsidiaries, such Loan Party and (iiB) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryLoan Party, as the case may be, and (iii) if such new Material Restricted Subsidiary is a Wholly-Owned Domestic Subsidiary, cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority specified in the Intercreditor Agreement) in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new SubsidiarySubsidiary (to the extent the Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in the same type of Collateral as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably 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 Collateral Agent.
(d) With respect to any new Foreign Subsidiary directly owned by Parent, the Borrowers or a Domestic Subsidiary that is created or acquired after the Closing Date by any Loan Party, promptly, but in any case within 45 days of such acquisition (which period may be extended by the Borrower or any of Administrative Agent in its Subsidiariessole discretion), promptly (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (to the extent required by the Security Documents and with the priority specified in the Intercreditor Agreement) in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiaries such Loan Party (provided that (x) in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary treated as a controlled foreign corporation for U.S. federal income tax purposes be required to be so pledged and (y) 100% of non-voting stock of any Foreign Subsidiary, if any, shall be required to be so pledged), ) and (ii) to the extent permitted by applicable law, deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock, if any, 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 beLoan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable to perfect or ensure appropriate priority of the Lien of the Collateral Agent thereon.
(e) Notwithstanding anything to the contrary in any Loan Document, and this Section shall not apply with respect to any collateral (iiii) if requested by to the Administrative Agent, deliver to extent the Administrative Agent legal opinions relating has reasonably determined that the value of such collateral to which this Section would otherwise apply is insufficient to justify the matters described abovedifficulty, which opinions shall be time and/or expense of obtaining a perfected Lien therefrom and (ii) if so provided in form and substance, and from counsel, reasonably satisfactory to the Administrative Agentany Security Document.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent[Reserved].
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 Material Real Property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)Excluded Real Property), promptly within 90 days (or such later date as may be agreed by the Administrative Agent)
(i) give notice of such acquisition to the Collateral Agent and promptly execute and deliver a first second priority Mortgage (subject to liens permitted by Section 7.3) in favor of the Administrative AgentCollateral Agent (or its agent or bailee, pursuant to the Intercreditor Agreement) for the benefit of the LendersSecured Parties, covering such real estateReal Property (provided that no Mortgage nor survey shall be required 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, Collateral Agent (A) provide the Lenders with (x) a lenders’ title and insurance policy with extended coverage insurance covering such real estate Real Property in an amount at least equal to the purchase price of such real estate Real Property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor's ’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 Collateral Agent, (yB) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent Collateral Agent, in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (C) provide to the Administrative Agent flood insurance certificates and 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 (iii) if requested by the Administrative Agent, Collateral Agent deliver to the Administrative 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 Collateral Agent.
(c) With respect to any new Domestic Subsidiary (other than a Foreign an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any Subsidiary that ceases to be an Excluded Subsidiary) by any Loan Party, within 60 days (or such later date as may be agreed by the Borrower or any of its Subsidiaries, promptly Administrative Agent)
(i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiariessuch Loan Party, (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock if anyStock, 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 beLoan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, Collateral Agent and (iv) if requested by upon the Administrative reasonable request of the Collateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory substance similar to the Administrative Agentopinions delivered at the Closing Date.
(d) With respect to any Capital Stock of any new First Tier Foreign Subsidiary or Foreign Subsidiary Holding Company (other than Excluded Capital Stock) that is created or acquired after the Closing Date by any Loan Party, within 60 days (or such later date as may be agreed by the Borrower or any of its Subsidiaries, promptly Administrative Agent)
(i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Collateral Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (to the extent required by the Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary which (other than any Excluded Capital Stock) that is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), Loan Party and (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock (other than any Excluded Capital Stock, if any), 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 beLoan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable to perfect or ensure appropriate priority the Lien of the Collateral Agent thereon.
(e) Notwithstanding anything in this Section 6.8 to the contrary, neither the Borrower nor any of its Restricted Subsidiaries shall be required to take any actions in order to perfect the security interest in the Collateral granted to the Collateral Agent for the ratable benefit of the Secured Parties under the laws of any jurisdiction outside the United States.
(f) Notwithstanding the foregoing, to the extent any new Restricted Subsidiary is created solely for the purpose of consummating a merger transaction pursuant to an acquisition permitted by Section 7.7, and such new Subsidiary at no time holds any assets or liabilities other than any merger consideration contributed to it contemporaneously with the closing of such merger transaction, such new Subsidiary shall not be required to take the actions set forth in Section 6.8(c) or 6.8(d), as applicable, until the respective acquisition is consummated.
(iiig) if requested by From time to time the Administrative Loan Parties shall execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take all such actions, as the Collateral Agent may reasonably request for the purposes implementing or effectuating the provisions of this Agreement and the other Loan Documents, or of renewing the rights of the Secured Parties with respect to the Collateral as to which the Collateral Agent, deliver for the ratable benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, without limitation, filing any financing or continuation statements or financing change statements under the Uniform Commercial Code (or other similar laws) in effect in any jurisdiction with respect to the security interests created thereby. Notwithstanding the foregoing, the provisions of this Section 6.8 shall not apply to assets as to which the Administrative Agent legal opinions relating (or its agent or bailee pursuant to the matters described above, which opinions Intercreditor Agreement) and the Borrower shall be in form reasonably determine that the costs and substance, and from counsel, reasonably satisfactory to burdens of obtaining a security interest therein or perfection thereof outweigh the Administrative Agentvalue of the security afforded thereby.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Engility Holdings, Inc.)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g8.3(g)) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties (in the case of any such Property owned by a Group Member other than the Canadian Borrower, Canada's Wonderland Company or an Excluded Foreign Subsidiary) or for the benefit of the Canadian Secured Parties (in the case of any such Property owned by the Canadian Borrower, Canada's Wonderland Company or an Excluded Foreign Subsidiary), does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement and any other Security and Pledge Agreement Document or such other documents as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the Lendersapplicable Secured Parties (as set forth above), a security interest and Lien in such Property except as prohibited by documents permitted by Section 6.13 Property, in each case, in accordance with the terms and conditions of the applicable Security Documents and (ii) take all actions necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lendersapplicable Secured Parties (as set forth above), a perfected first priority security interest and Lien in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementProperty, including without limitation, the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or any other Security and Pledge Agreement Document or by law or as may be requested by the Administrative Collateral Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 2,000,000 or any leasehold interest with annual rental payments in excess of $250,000 or constituting a ground lease or in respect of property on which an amusement, water, theme or other like park is or is to be situated entered into or acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g8.3(g)), promptly (i) execute and deliver a first priority Mortgage or supplemental debenture, in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties (in the case of any such Property owned by a Group Member other than the Canadian Borrower, Canada's Wonderland Company or an Excluded Foreign Subsidiary) or in favor of the Collateral Agent, for the benefit of the Canadian Secured Parties (in the case of any such Property owned by the Canadian Borrower, Canada's Wonderland Company or an Excluded Foreign Subsidiary), covering such real estateproperty, (ii) if requested by the Administrative Collateral Agent, provide the Lenders applicable Secured Parties with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Collateral 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 Collateral Agent in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Collateral Agent and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
(c) With respect to any new Material Subsidiary (other than a an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the Borrower purposes of this paragraph (c), shall include any existing Material Subsidiary that ceases to be an Excluded Foreign Subsidiary or any of its Subsidiariesexisting Subsidiary that becomes a Material Subsidiary), promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement and each other Security and Pledge Agreement Document or such other documents as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersU.S. Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesGroup Member, subject to Liens for Statutory Prior Claims, (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock if anyStock, 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 berelevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and any other document requested by the Collateral Agent to guarantee the Obligations, (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Security and Pledge Agreement Collateral, subject to Liens expressly permitted by Section 8.3(g), with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, any other Security and Pledge Agreement Document or by law or as may be requested by the Administrative AgentCollateral Agent and (C) to deliver to the Collateral Agent a certificate of such Subsidiary, substantially in the form of Exhibit H, with appropriate insertions and attachments, and (iv) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
(d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by the Borrower Canadian Borrower, Canada's Wonderland Company or any of its SubsidiariesGroup Member that is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement and such other Security and Pledge Agreement Documents as the Administrative Collateral Agent deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiaries such Group Member (provided that in no event shall more than 65% of the total outstanding voting Capital Stock (and 100% of any non-voting Capital Stock) of any such new Subsidiary be required to be so pledged), subject to Liens securing Statutory Prior Claims which are paid when due, or if not paid when due that are being contested in good faith by appropriate proceedings and for which appropriate reserves have been established, (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock, if any, together with undated stock or other transfer powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Group Member, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Collateral Agent, desirable to perfect the Collateral Agent's security interest and Lien thereontherein, and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
(e) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by any Group Member, promptly (i) execute and deliver to the Collateral Agent (x) such amendments or supplements to the Canadian Security Documents and such other Security Documents as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Canadian Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any Group Member, subject to Liens securing Statutory Prior Claims, (ii) deliver to the 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 Group Member, (iii) cause such new Excluded Foreign Subsidiary (A) to become a party to the existing Canadian Security Documents or enter into new Canadian Security Documents, as applicable, (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Canadian Secured Parties a perfected first priority security interest and Lien in the Collateral with respect to such new Excluded Foreign Subsidiary, subject to Liens permitted by Section 8.3, including the filing of Uniform Commercial Code and Personal Property Security Act financing statements in such jurisdictions as may be required by the Canadian Security Documents or by law or as may be requested by the Collateral Agent, (C) to deliver to the Collateral Agent a certificate of such Excluded Foreign Subsidiary, substantially in the form of Exhibit H, with appropriate insertions and attachments and (D) to guarantee the Canadian Obligations, and (iv) if requested by the Collateral Agent, deliver to 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 Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (Cedar Fair L P)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Interim Facility Effective Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(f) or Section 7.3(g)) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to Pledge and Security Agreements, the Canadian General Security and Pledge Agreement Agreements or such other documents as the Administrative Collateral Agent deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the any Pledge and Security Agreement and Pledge any Canadian General Security Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 1,000,000 acquired after the Closing Interim Facility Effective Date by the Borrower or any of its Subsidiaries a Loan Party (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(f) or Section 7.3(g)), promptly promptly, and in any event within 30 days after the acquisition thereof, (i) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Collateral 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 Collateral Agent in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Collateral Agent and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
(c) With respect to any new U.S. or Canadian Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date Interim Facility Effective Date, by the Borrower any Loan Party, promptly, and in any event within 15 days after such creation or any of its Subsidiariesacquisition, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Pledge and Security and Pledge Agreement Agreements as the Administrative Collateral Agent deems necessary or advisable in order 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 Subsidiary which that is owned directly by the Borrower or any of its Subsidiariesa Loan Party, (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock if anyStock, 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 beapplicable Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee Guaranty and a Pledge and Security Agreement and/or to execute a Canadian General Security Agreement, as required by the Security and Pledge Agreement Collateral Agent and (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security and Pledge Agreement Documents with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the any Security and Pledge Agreement Document or by law or as may be requested by the Administrative Collateral Agent, and (iv) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
(d) With respect to any new Foreign Subsidiary of the Parent organized in a jurisdiction other than the United States or Canada that is created or acquired after the Closing Interim Facility Effective Date by the Borrower a Loan Party, promptly, and in any event within 15 days after such creation or any of its Subsidiariesacquisition, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Pledge and Security and Pledge Agreement Agreements as the Administrative Collateral Agent deems necessary or advisable in order 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 Subsidiary which that is owned directly by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged)a Loan Party, (ii) deliver to the Administrative 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 Borrower or such Subsidiary, as the case may beapplicable Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
Appears in 1 contract
Sources: Debt and Security Agreement (Pope & Talbot Inc /De/)
Additional Collateral, etc. (a) With respect to any Property owned property acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) Subsidiary Guarantor as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected LienLien (except as expressly set forth in the applicable Security Document), promptly (or within such period of time as reasonably consented to by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 subject property and (ii) take all actions reasonably necessary or advisable to Liens permitted by Section 6.3 and perfected grant to the extent required by Administrative Agent, for the benefit of the Secured Parties, a (except as expressly set forth in the applicable Security and Pledge AgreementDocument) perfected security interest in such property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee simple interest in any real estate property having a value (together with improvements thereof) of at least $500,000 1,500,000 acquired after the Original Closing Date by the Borrower or any Subsidiary Guarantor promptly (or within such period of its Subsidiaries (other than any such real estate subject time as reasonably consented to a Lien expressly permitted by Section 6.3(g)), promptly the Administrative Agent) (i) execute execute, acknowledge and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the LendersSecured 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 estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders Secured Parties with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) property as well as a current ALTA survey thereof, together with a surveyor's ’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 trustMortgage, 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.
(c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Original Closing Date by any Group Member (which, for the Borrower or purposes of this paragraph (c), shall include any of its Subsidiariesexisting Subsidiary that ceases to be a Foreign Subsidiary), promptly (or within such period of time as reasonably consented to by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent reasonably 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 which that is owned by the Borrower or any of its SubsidiariesGroup Member, (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock if anyStock, together with undated stock powerspowers or equivalents, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a (to the extent provided in the Guarantee and Collateral Agreement) perfected first priority security interest in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative AgentAgent 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 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) The Borrower will not issue or sell any of its Capital Stock (i) to any Person other than Holdings, (ii) unless such Capital Stock is issued subject to the security interest granted by the Guarantee and Collateral Agreement or (iii) in any form except as a certificated security delivered at or substantially concurrent with issuance to the Administrative Agent and pledged pursuant to the Guarantee and Collateral Agreement.
(e) With respect to any new Foreign Subsidiary created or acquired after the Original Closing Date by the Borrower or any of its SubsidiariesGroup Member (other than by any Group Member that is a Foreign Subsidiary), promptly (i) (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 Security Guarantee and Pledge 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 (except as expressly set forth in the Guarantee and Collateral Agreement) perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiaries such 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), (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, if any, together with undated stock powerspowers or equivalents, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Group 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 Lien thereonAdministrative Agent’s security interest therein, 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.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by the Borrower any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of its Subsidiaries the Loan Documents) (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 6.3(gclauses (6)(A), (8), (9), (12), (16), (26), (29), (35) 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) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 90 days (or such longer period as the Administrative Agent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement or such other 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementPermitted Liens) in such property, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) With Subject to the last sentence of this paragraph, with respect to any fee interest in any real estate having 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 value (together with improvements thereofLoan Party pursuant to the terms of the Loan Documents) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g)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), promptly 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 first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such interest in real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) a Title Policy as well as a current ALTA survey thereofthereof (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 ’s certificate and (y) any consents or estoppels in form reasonably deemed necessary or advisable by acceptable to the Administrative Agent in connection Agent; provided that with such mortgage or deed of trust, each of respect to the foregoing in form and substance reasonably satisfactory 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 matters described aboveenforceability, 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 (other than a Foreign Subsidiary) Guarantor created or acquired after the Closing Date by any Group Member (which, for the Borrower purposes of this Section 5.9(c), shall include any existing Group Member that ceases to be an Excluded Domestic Subsidiary or any a Non-Guarantor Subsidiary), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of its Subsidiaries, promptly such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security and Pledge Agreement or other Security 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 which Guarantor that is owned by the Borrower or any of its SubsidiariesGroup 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 Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new Subsidiary Guarantor (Aa) 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 party Subsidiary Guarantor, (y) a joinder agreement to the Subsidiary Guarantee and Security Agreement, substantially in the Security and Pledge Agreement and form annexed thereto, (Bb) 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 and Pledge Agreement with respect to such new SubsidiarySubsidiary Guarantor, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security and Pledge 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 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 Immaterial Subsidiary), created or acquired after the Closing Date by any Loan Party, within 90 days (or such longer period as the Borrower Administrative Agent shall reasonably agree) after the date of such creation or any of its Subsidiaries, promptly 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 Pledge Agreement substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably 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 (subject to Permitted Priority Liens) in the Capital Stock of such new CFC Holdco or Foreign Subsidiary which that is a CFC that is directly owned by the Borrower or any of its Subsidiaries such Loan Party (provided that in no event shall more than 65% of the total outstanding Capital Voting Stock of any such new 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, if any, 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 berelevant Group Member, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien thereonAdministrative Agent’s security interest therein, 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 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 stamp, 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 Administrative Agent may determine.
(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 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 as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (subject to Permitted Priority Liens) in the Capital Stock of such Non-Guarantor Subsidiary that is owned by any Loan Party, (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 new Subsidiary Guarantor 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.
(f) Notwithstanding anything to the contrary in this Agreement (i) no actions in any jurisdiction outside the United States shall be required in order to create any security interests in assets located or titled outside of the 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.
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Additional Collateral, etc. (a) With Subject to Section 5.9(d), with respect to any personal Property (other than Excluded Assets) 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, no later than the Borrower next date of delivery of financial statements pursuant to Section 5.1(a) or 5.1(b) following the date of such acquisition or creation of such Property (subject, in each case, to any of its Subsidiaries specific time frame established in the relevant Loan Documents) (other than or such later date as may be agreed by the Collateral Agent), (x) any Property described in paragraph execute and deliver to the Collateral Agent such amendments to the Security Documents (b), (cincluding schedules thereto) or (d) below and (y) any Property subject such other documents as the Collateral Agent may reasonably request to a Lien expressly permitted by Section 6.3(g)) as grant to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly security interest in such Property and (iy) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement or such other documents take all actions reasonably necessary (as the Administrative Agent deems necessary or advisable determined by Mid-Holdings in order good faith) to grant to the Administrative Collateral Agent, for the benefit of the Lenders, a security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 subject to Liens permitted by Section 6.3 and perfected to the extent required by under the Security and Pledge AgreementDocuments, including without limitation, the filing of Uniform Commercial Code UCC financing statements or PPSA financing statements in such United States or Canadian jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative AgentDocuments.
(b) With respect to any fee interest in any real estate having a value property (together with improvements thereofother than Excluded Assets) of at least $500,000 acquired after the Closing Date by any Loan Party, as soon as reasonably practicable and in any case on or prior to 90 days after such acquisition or such later date as the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly Collateral Agent shall reasonably agree (i) execute and deliver a first priority Mortgage (subject to the ABL Intercreditor Agreement and Permitted Liens), in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders Collateral Agent for the benefit of the Secured Parties with (x) a title and insurance policy with extended coverage insurance covering such real estate property in an amount at least equal to the purchase price then-applicable fair market value of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) property as well as (y) a current ALTA survey thereof, together with a customary surveyor's ’s certificate and (y) any consents or estoppels if such ALTA survey is reasonably deemed necessary or advisable requested by the Administrative Agent Collateral 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 Collateral Agent legal opinions of local counsel in the jurisdiction where the Loan Party that owns such mortgage or deed of trustMortgaged Property is located, each of the foregoing in form and substance reasonably satisfactory acceptable to the Administrative Collateral Agent and its counsel, and (iiiiv) if requested 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 Administrative Agentdirector of the Federal Emergency Management Agency as a “special flood hazard area”, deliver provide to the Administrative Collateral Agent legal opinions relating to the matters described above, which opinions shall be (A) evidence of a policy of flood insurance that (1) covers such improvements and (2) is written in form and substance, and from counsel, an amount reasonably satisfactory to the Administrative AgentCollateral 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 Restricted Subsidiary (other than that would constitute a Foreign Subsidiary) Subsidiary Guarantor within the meaning of that term created or acquired after the Closing Date (other than an Excluded Subsidiary) or (y) any previous 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 Mid-Holdings to no longer constitute an Immaterial Subsidiary in order to comply with the Borrower proviso to the definition thereof) (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 any of its Subsidiaries, promptly 5.1(b) following the date such Person becomes a Subsequent Required Guarantor (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security and Pledge Agreement Documents (including schedules thereto) as the Administrative Collateral Agent reasonably deems necessary or advisable in order 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 the Capital Stock of such new Subsidiary which is owned by Subsequent Required Guarantor (other than to the Borrower or any of its Subsidiariesextent constituting Excluded Assets), (ii) deliver to the Administrative Collateral Agent (x) the certificates certificates, if any, representing such Capital Stock if anyof such Subsequent Required Guarantor constituting certificated securities under the UCC, together with undated stock powers, in blank, to the extent necessary to perfect the Collateral 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 Borrower extent required by the Security Documents (in each case to the extent delivery of such endorsements or such Subsidiary, as the case may betransfer forms are customary under applicable Requirements of Law), (iii) cause such new Subsidiary Subsequent Required Guarantor (A) to become a party to the Subsidiary Guarantee and the applicable Security and Pledge Agreement Documents and (B) to take such actions necessary or advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the Lenders Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the applicable Security and Pledge Agreement Documents with respect to such new SubsidiarySubsequent Required Guarantor, includingincluding the recording of instruments in the applicable IP Office, without limitationif required, and the filing of Uniform Commercial Code UCC financing statements or PPSA financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative AgentDocuments, and (iv) if reasonably requested by the Administrative Collateral Agent, deliver to the Administrative Collateral 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 any new Foreign Subsidiary created or acquired after Notwithstanding the Closing Date by the Borrower foregoing provisions of this Section 5.9 or any other provision hereof or of its Subsidiariesany other Loan Document, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement as the Administrative Agent deems necessary or advisable in order 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 which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged)Excluded Assets, (ii) deliver except as set forth in clause (iii) below, no Loan Party shall be required to perfect any pledges, security interests and mortgages in the Collateral by any means other than (A), in the case of the Initial Borrower, any Additional US Revolving Borrower, each other Loan Party that is a Domestic Subsidiary and each Canadian Loan Party, (1) filings pursuant to the Administrative Agent Uniform Commercial Code (or PPSA) in the certificates representing such Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer office of the Borrower Secretary of State (or similar central filing office) of the relevant State, Province or Territory (or such Subsidiary, as the case may be, and take such other action multiple combination thereof as may be necessary orrequired to achieve perfection), and (2) filings in the opinion applicable IP Offices with respect to intellectual property as expressly required in the Security Documents, (B) in the case of Holdings, Mid-Holdings and each Subsidiary Guarantor or Borrower organized in a jurisdiction outside the United States or Canada (each, a “Foreign Loan Party”), filings or notices of fixed charges, floating charges, stock or loan pledges or similar instruments (to the extent customary under the laws of the Administrative Agentjurisdiction of organization of such Foreign Loan Party or any other Specified Qualified Jurisdiction where such Foreign Loan Party holds assets over which it is granting security pursuant to the Security Documents) as expressly required in the Security Documents, desirable (C) Mortgages in respect of Mortgaged Properties to be filed in the applicable recording office(s) of the counties or provinces in which the Mortgaged Property is located (and, if required or customary in the jurisdiction where such Mortgaged Properties are located, fixture filings) and (D) subject to the ABL Intercreditor Agreement and any other intercreditor arrangements entered pursuant to this Agreement, delivery to the Collateral Agent of all certificates evidencing Capital Stock required to be delivered in order to perfect the Lien thereonCollateral Agent’s security interest therein, intercompany notes and other instruments (including the Subordinated Intercompany Note) to be held in its possession, in each case, as expressly required in the Security Documents, (iii) subject to Section 2.24, no Loan Parties shall be required to deliver perfection by “control” (within the meaning of the UCC) with respect to any assets other than the Borrowing Base assets (and the proceeds thereof) of the Qualified Loan Parties (including with respect to deposit accounts, securities accounts and commodities accounts except to the extent the amounts therein are included in the Borrowing Base), and other than as described in clause (ii)(D) above (other than Excluded Assets), (iv) no Loan Parties shall be required to take any action (other than the actions listed in clause (ii)(A), (B) or (D) above) with respect to any assets located outside of the United States or Canada or, solely with respect to any Foreign Loan Party, with respect to assets located outside the jurisdiction of organization or incorporation of such Foreign Loan Party, and (iiiv) if requested no Loan Parties shall be required to take any actions (other than the actions listed in clause (ii)(A), (B) or (D) above) in any jurisdiction other than the United States or the jurisdiction of organization of the relevant Loan Party pledging the relevant Collateral or enter into any collateral documents governed by the Administrative Agentlaws of any country (or any political subdivision thereof) other than the US, deliver to England, Jersey, Canada or any jurisdiction of the Administrative Agent legal opinions relating to relevant Loan Party pledging the matters described above, which opinions relevant Collateral (it being understood that Foreign Loan Parties organized under the laws of Jersey shall be in form required to take actions inside England and substanceany other applicable Specified Qualified Jurisdiction, and from counsel, reasonably satisfactory to notwithstanding the Administrative Agentforegoing).
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Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, bank accounts, cash and Cash Equivalents) located in the United States having a value, individually or in the aggregate, of at least $1,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any interests in real property and any Property described in paragraph paragraphs (b), (c), (d) or (de) below of this Section 6.10 and (y) any Property subject Instruments, Certificated Securities and Securities, which are referred to a Lien expressly permitted by Section 6.3(gin the last sentence of this paragraph (a)) as to which the Administrative Agent, Agent for the benefit of the Lenders, Funding Parties does not have a perfected Lien, promptly (i) give notice of such Property to the Administrative Agent and execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order reasonably requests to grant to the Administrative Agent for the benefit of the Funding Parties a security interest in such Property and (ii) take all actions reasonably requested by the Administrative Agent to grant to the Administrative Agent for the benefit of the Funding Parties a perfected first priority security interest in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Administrative Agent, for the benefit of the LendersFunding Parties, has a perfected security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersClosing Date), a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementincluding, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent. If any amount in excess of $1,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security and Securities (or, if more than $5,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities or Securities), such Instrument, Certificated Security or Securities shall be promptly delivered to the Administrative Agent, duly indorsed in a manner reasonably satisfactory to the Administrative Agent, to be held as Collateral pursuant to this Agreement; provided however that in no event shall the Borrower be required to deliver to the Administrative Agent any Pledged Notes issued by directors, officers or employees of any Loan Party.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 Material Real Estate Asset owned on the date hereof or acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such (i) subject to the proviso at the end of this paragraph (b), with respect to the facilities in Hawthorne, California existing on the date hereof, (ii) so long as the sale and leaseback with respect to the Borrower’s Dallas, Texas facilities occurs on or prior to December 31, 2005, the Borrower’s Dallas, Texas facilities and (iii) real estate property subject to a Lien expressly permitted by under Section 6.3(g7.3(m)), promptly (i) give notice of such acquisition to the Administrative Agent and, if requested by the Administrative Agent, execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the LendersFunding Parties, covering such real estateproperty (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 AgentAgent with respect to any such Material Real Estate Asset comprising owned real property, provide the Lenders Funding Parties with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate 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 ’s certificate, (iii) if reasonably requested by the Administrative Agent with respect to any such Material Real Estate Asset comprising a Leasehold Property, (A) use its commercially reasonable and diligent efforts for a period of no longer than 90 days to obtain a Leasehold Mortgage with respect to each such Material Real Estate Asset, and (yB) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with any such mortgage or deed of trustMortgage, 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 (other than a Foreign Subsidiary) 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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, provided that if on or prior to December 31, 2005 the Borrower shall not have sold its facilities in Hawthorne, California existing on the date hereof pursuant to a transaction permitted by the second paragraph of Section 7.11, then the provisions of this paragraph (b) shall apply to such facilities unless otherwise agreed by the Administrative Agent and the Borrower.
(c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be a Foreign Subsidiary) by any Loan Party, promptly (i) give notice of such acquisition or creation to the Administrative Agent and, if requested by the Administrative Agent, execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent for the benefit of the Funding Parties a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by such Loan Party, (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 such Loan Party, and (iii) at the reasonable request of the Administrative Agent, cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement by executing and delivering an Assumption Agreement in the form of Annex I thereto and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Funding Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary (to the extent the Administrative Agent, for the benefit of the Funding Parties, has a perfected 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 Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(d) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesLoan Party, promptly (i) give notice of such acquisition or creation to the Administrative Agent and, if requested by the Administrative Agent, execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the LendersFunding Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiaries 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) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, if any, 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 beLoan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien thereon, and (iii) if requested by of the Administrative AgentAgent thereon.
(e) With respect to the formation of Global Aeronautica and the acquisition of any new Capital Stock of Global Aeronautica, promptly (i) give notice of such formation or acquisition to the Administrative Agent and execute and deliver to the Administrative Agent legal opinions relating such amendments to the matters described above, which opinions shall be in form Guarantee and substance, and from counsel, Collateral Agreement or such other documents as the Administrative Agent reasonably satisfactory deems necessary to grant to the Administrative AgentAgent for the benefit of the Funding Parties a perfected first priority security interest in the Capital Stock of Global Aeronautica that is owned by the Borrower or any of its Subsidiaries, 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 Borrower.
(f) The Borrower will furnish to the Administrative Agent prompt written notice of any change (i) in any Loan Party’s corporate name or (ii) in its jurisdiction of organization. In the event of a change referred to in the previous sentence, the Borrower agrees to make arrangements for all filings reasonably requested by the Administrative Agent under the Uniform Commercial Code that are required in order for the Administrative Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral as contemplated in the Security Documents.
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Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by the Borrower any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of its Subsidiaries the Loan Documents) (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 6.3(gclauses (6)(A), (8), (9), (12), (16), (26), (29), (35) 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) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 90 days (or such longer period as the Administrative Agent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement or such other 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementPermitted Liens) in such property, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) With Subject to the last sentence of this paragraph, with respect to any fee interest in any real estate having 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 value (together with improvements thereofLoan Party pursuant to the terms of the Loan Documents) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g)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), promptly 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 first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such interest in real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) a Title Policy as well as a current ALTA survey thereofthereof (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 ’s certificate and (y) any consents or estoppels in form reasonably deemed necessary or advisable by acceptable to the Administrative Agent in connection Agent; provided that with such mortgage or deed of trust, each of respect to the foregoing in form and substance reasonably satisfactory 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 matters described aboveenforceability, 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 (other than a Foreign Subsidiary) Guarantor created or acquired after the Closing Date by any Group Member (which, for the Borrower purposes of this Section 5.9(c), shall include any existing Group Member that ceases to be an Excluded Domestic Subsidiary or any a Non-Guarantor Subsidiary), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of its Subsidiaries, promptly such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security and Pledge Agreement or other Security 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 which Guarantor that is owned by the Borrower or any of its SubsidiariesGroup 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 Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new Subsidiary Guarantor (Aa) 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 party Subsidiary Guarantor, (y) a joinder agreement to the Subsidiary Guarantee and Security Agreement, substantially in the Security and Pledge Agreement and form annexed thereto, (Bb) 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 and Pledge Agreement with respect to such new SubsidiarySubsidiary Guarantor, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security and Pledge 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 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 Immaterial Subsidiary), created or acquired after the Closing Date by any Loan Party, within 90 days (or such longer period as the Borrower Administrative Agent shall reasonably agree) after the date of such creation or any of its Subsidiaries, promptly 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 Pledge Agreement substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably 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 (subject to Permitted Priority Liens) in the Capital Stock of such new CFC Holdco or Foreign Subsidiary which that is a CFC that is directly owned by the Borrower or any of its Subsidiaries such Loan Party (provided that in no event shall more than 65% of the total outstanding Capital Voting Stock of any such new 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, if any, 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 berelevant Group Member, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien thereonAdministrative Agent’s security interest therein, 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 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 stamp, excise or similar taxes on any 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 Administrative Agent may determine.
(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 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 as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (subject to Permitted Priority Liens) in the Capital Stock of such Non-Guarantor Subsidiary that is owned by any Loan Party, (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 new Subsidiary Guarantor 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.
(f) Notwithstanding anything to the contrary in this Agreement (i) no actions in any jurisdiction outside the United States shall be required in order to create any security interests in assets located or titled outside of the 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 Borrowers and their respective 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. (ai) With respect to any Property property acquired after the Closing Date by any member of the Borrower or any of its Subsidiaries Restricted Group (other than (x) any Property property described in paragraph (b), (cii) or (diii) below and below, (y) any Property subject property listed in clause (v) of the definition of "Permitted Liens" and (z) any Intellectual Property, to the extent of any filings required outside of the United States (unless such filings are in a Lien expressly permitted by Section 6.3(gSpecified Foreign Jurisdiction)) as to which the Administrative Agent, for the benefit of the Lenders, Arabica does not have a perfected Lien, promptly (iand not less frequently than quarterly, in the case of any Collateral constituting Intellectual Property) (A) execute and deliver to the Administrative Agent Arabica such amendments to the Security and Pledge Agreement Documents or such other documents (including any Leasehold Security Document) as the Administrative Agent Arabica deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, Arabica a security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (iiB) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Arabica a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Company Security and Pledge Agreement Documents or by law or as may reasonably be requested by the Administrative AgentArabica in respect of such property.
(bii) With respect to any fee interest in any real estate property having a value (together with improvements thereofthereon) of at least $500,000 250,000 acquired after the Closing Date by any member of the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g))Restricted Group, promptly (iA) execute and deliver a first priority Mortgage mortgage reasonably satisfactory to Arabica (each, a "MORTGAGE"), in favor of the Administrative Agent, for the benefit of the Lenders, Arabica covering such real estateproperty, (iiB) if requested by the Administrative AgentArabica, provide the Lenders Arabica and any Registered Holders with (x1) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative AgentArabica) as well as a current ALTA survey thereof, together with a surveyor's certificate and (y2) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent Arabica in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent Arabica and (iiiC) if requested by the Administrative AgentArabica, deliver to the Administrative Agent Arabica legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentArabica.
(ciii) With respect to any new Subsidiary (other than a Foreign SubsidiaryCaribou Coffee Charitable Foundation) created or acquired after the Closing Commencement Date by any member of the Borrower or any of its SubsidiariesRestricted Group, promptly (iA) execute and deliver to the Administrative Agent Arabica such amendments to the Company Security and Pledge Agreement Documents as the Administrative Agent Arabica deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, Arabica a perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by any member of the Borrower or any of its SubsidiariesRestricted Group, (iiB) deliver to the Administrative Agent Arabica the certificates representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower relevant member or such Subsidiary, as members of the case may beRestricted Group, (iiiC) cause such new Subsidiary (A1) to become a party to the Subsidiary Company Guarantee and the Security and Pledge Agreement and Agreement, (B2) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Arabica a perfected first priority security interest in the Collateral described in the Company Security and Pledge Agreement Documents with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Company Security and Pledge Agreement Documents or by law or as may reasonably be requested by Arabica (other than in respect of property listed in clause (v) of the Administrative Agentdefinition of "Permitted Liens" and Intellectual Property, to the extent of any filings required outside of the United States and the European Union) and (3) to deliver to Arabica a certificate of such Subsidiary, substantially in the form of Exhibit D, with appropriate insertions and attachments, and (ivD) if requested by the Administrative AgentArabica, deliver to the Administrative Agent Arabica legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentArabica.
(div) With Promptly upon any member of the Restricted Group undertaking any business or operations in any Specified Foreign Jurisdiction (other than entering into agreements with franchisees and similar licensees in any such jurisdiction and other than in respect of property subject to any new Foreign Subsidiary created or acquired after a Lien expressly permitted by clause (e) of the Closing Date definition of "Permitted Liens") notify Arabica thereof and, if reasonably requested by the Borrower or any of its SubsidiariesArabica, promptly furnish to Arabica an opinion of counsel, such opinion and such counsel to be reasonably satisfactory to Arabica, as to the satisfaction of the requirements of subsections (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, and through (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.
Appears in 1 contract
Sources: Lease and License Financing Agreement (Caribou Coffee Company, Inc.)
Additional Collateral, etc. (a) With respect to any Property (other than Vehicles, cash, Cash Equivalents, Foreign Cash Equivalents and other assets expressly excluded from the Collateral or excluded from the requirement that a Lien is perfected on such Property pursuant to the First Lien Security Documents) located in the United States acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any interests in real property and any Property described in paragraph (b)) of this Section 6.8, (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties does not have a perfected Lien, promptly promptly, but in any case within 30 days, (i) give notice of such Property to the Collateral Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent deems necessary or advisable in order reasonably requests to grant to the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable reasonably requested by the Collateral Agent to grant to the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected (to the extent required by the First Lien Security Documents and Pledge Agreementwith the priority required by Section 4.17) in such Property (with respect to Property of a type owned by a Loan Party as of the Closing Date to the extent the Collateral Agent for the benefit of the Secured Parties, including has a perfected security interest in such Property 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 Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent. Any Instrument, Certificated Security (other than in respect of the Capital Stock of any Subsidiary), Security or Chattel Paper in excess of $100,000 shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to the relevant First Lien Security Document.
(b) With respect to any fee interest in any real estate property located in the United States having a value (together with improvements thereof) of at least $500,000 1,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(g))) within 30 days of such acquisition, promptly (i) give notice of such acquisition to the Collateral Agent and, if requested by the Collateral Agent execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, covering such real estateproperty (provided that no Mortgage nor survey shall be obtained if the Collateral Agent reasonably 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, Collateral Agent (A) provide the Lenders with (x) a lenders’ title and insurance policy with extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor's ’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 Collateral Agent, and (yB) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent Collateral Agent, in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Collateral Agent and (iii) if requested by the Administrative Agent, Collateral Agent deliver to the Administrative 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 Collateral Agent.
(c) With respect to any new Domestic Subsidiary (other than that is a Foreign Subsidiary) Material Subsidiary created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include (x) any previously non-wholly owned Domestic Subsidiary that becomes wholly owned and is a Material Subsidiary and (y) any Domestic Subsidiary that was previously an Immaterial Subsidiary and becomes a Material Subsidiary or a Subsidiary which is a Material Subsidiary, as applicable) by the Borrower or any Loan Party, promptly, but in any case within 30 days of its Subsidiariessuch acquisition, promptly (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties a perfected first priority security interest (to the extent required by the First Lien Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiariessuch Loan Party, (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryLoan Party, as the case may be, and (iii) if such new Subsidiary is a wholly owned Domestic Subsidiary (and is not an Immaterial Subsidiary), cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (to the extent required by the First Lien Security Documents and with the priority required by Section 4.17) in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new SubsidiarySubsidiary (to the extent the Collateral Agent, for the benefit of the Secured Parties, has a perfected 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 Pledge Collateral Agreement or by law or as may be reasonably 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 Collateral Agent.
(d) With respect to any new Foreign Subsidiary directly owned by Holdings, the Borrower or a Domestic Subsidiary that is a Material Subsidiary created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any Foreign Subsidiary directly owned by Holdings, the Borrower or a Domestic Subsidiary that previously was an Immaterial Subsidiary and becomes a Material Subsidiary or a Subsidiary which is a Material Subsidiary, as applicable) by any Loan Party, promptly, but in any case within 30 days of its Subsidiariessuch acquisition, promptly (i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent, execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (to the extent required by the First Lien Security Documents and with the priority required by Section 4.17) in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiaries 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) to the extent permitted by applicable law, deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock, if any, 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 beLoan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Collateral Agent, desirable necessary to perfect or ensure appropriate priority the Lien of the Collateral Agent thereon.
(e) Notwithstanding anything to the contrary in any First Lien Loan Document, and (iii) if requested by this Section 6.8 shall not apply with respect to any collateral to the Administrative Agent, deliver to extent the Administrative Agent legal opinions relating has reasonably determined that the value of such collateral to which this Section 6.8 would otherwise apply is insufficient to justify the matters described abovedifficulty, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agenttime and/or expense of obtaining a perfected Lien therefrom.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (w) any real property interests, including fee owned, leasehold or otherwise, (x) property excluded from Collateral by the Security Documents, (y) any Property property described in paragraph (b), (c) or (dc) below and (yz) any Property property subject to a Lien expressly permitted by Section 6.3(g6.3(c), (d), (f), (g), (j), (k) or (x), in each case for so long as such property is subject to such Lien and the agreement or other arrangement underlying such Lien prohibits the creation of a Lien on the relevant property in favor of the Administrative Agent) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments amendments, if any, to the Security Guarantee and Pledge Collateral Agreement or such other 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, by the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent; provided that no Loan Party shall be required to obtain control agreements from any third party to perfect any Lien; provided further, that the only actions that any Loan Party shall be required to take to perfect any such security interest is (i) filing UCC financing statements, (ii) intellectual property filings with respect to material registered intellectual property in the United States, and (iii) delivery of pledged Capital Stock of Subsidiaries in accordance with paragraphs (b) and (c) below. Notwithstanding the foregoing requirements, as of any date, no Loan Party shall be required to enter into any security agreements or pledge agreements pursuant to this Section 5.8(a) if the Borrower determines in its reasonable discretion that any regulatory approvals, consents, authorizations, notifications and/or filings or other similar actions necessary to effect such pledge or create and perfect such security interest as contemplated by this Section 5.8(a) would be adverse to the business of such Loan Party in any material respect or to the extent not permitted by applicable law.
(b) With respect to any fee interest in new Material Subsidiary other than a (x) Foreign Subsidiary (or any real estate having a value (together with improvements Subsidiary thereof) or (y) any Subsidiary of at least $500,000 the Borrower that is wholly or partially owned by any Excluded Regulated Subsidiary created or acquired (so long as not created or acquired in contemplation hereof) after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agentwhich, for the benefit purposes of the Lendersthis paragraph (b), covering such real estate, (ii) if requested shall include any existing Material Subsidiary directly owned by the Administrative Agent, provide the Lenders with one or more Loan Parties that ceases to be a Subsidiary described in clause (x) title and extended coverage insurance covering such real estate in an amount 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 and shall be include any immaterial Subsidiary that becomes a Material Subsidiary and is not described in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
clause (cx) With respect to any new Subsidiary or (other than a Foreign Subsidiaryy) created or acquired after the Closing Date by the Borrower or any of its Subsidiariesabove), promptly (i) execute and deliver to the Administrative Agent such amendments supplements to the Security Guarantee and Pledge Collateral Agreement 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 the Capital Stock of such new Material Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, 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 berelevant Loan Party, (iii) except in the case of an Excluded Regulated Subsidiary, cause such new Material Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement 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 Security Guarantee and Pledge Collateral Agreement with respect to such new Material Subsidiary, includingother than any property subject to a Lien expressly permitted by Section 6.3(c), without limitation(d), (f), (g), (j) and (k), in each case for so long as such property is subject to such Lien and the agreement or other arrangement underlying such Lien prohibits the creation of a Lien on the relevant property in favor of the Administrative Agent, including by filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative AgentAgent and (C) to deliver to the Administrative Agent a certificate of such Material 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; provided, that the only actions that any Loan Party shall be required to take to perfect any such security interest is (i) filing UCC financing statements, (ii) intellectual property filings with respect to material registered intellectual property in the United States, and (iii) delivery of pledged Capital Stock of Subsidiaries in accordance with paragraphs (b) and (c) below. Notwithstanding the foregoing requirements, as of any date, no Loan Party shall be required to enter into any security agreements or pledge agreements pursuant to this Section 5.8(b) if the Borrower determines in its reasonable discretion that any regulatory approvals, consents, authorizations, notifications and/or filings or other similar actions necessary to effect such pledge or create and perfect such security interest as contemplated by this Section 5.8(b) would be adverse to the business of such Loan Party in any material respect or to the extent not permitted by applicable law.
(dc) With respect to any new first tier Foreign Subsidiary which constitutes a Material Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent such amendments supplements to the Security Guarantee and Pledge Collateral Agreement or pledge agreements required under applicable foreign Requirements of Law 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 the Capital Stock of such new Foreign Subsidiary which that is owned by the Borrower or any of its Subsidiaries 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), (ii) deliver to the Administrative Agent the any certificates representing such Capital Stock, if any, 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 berelevant Loan Party, and take such other action as may be necessary or, in the opinion of to perfect the Administrative Agent, desirable to perfect the Lien thereon’s security interest therein, 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 foregoing requirements, as of any date, no Loan Party shall be required to enter into any security agreements or pledge agreements pursuant to this Section 5.8(c) if the Borrower determines in its reasonable discretion that any regulatory approvals, consents, authorizations, notifications and/or filings or other similar actions necessary to effect such pledge or create and perfect such security interest as contemplated by this Section 5.8(c) would be adverse to the business of such Loan Party in any material respect or to the extent not permitted under applicable law, or that such pledge would otherwise be burdensome. No Capital Stock of Foreign Subsidiaries shall be required to be pledged pursuant to this clause (c) as long as all Foreign Subsidiaries that are subject to the exclusion pursuant to the prior sentence, together with all other first tier Foreign Subsidiaries the Capital Stock of which is not subject to a pledge or other security interest in favor of the Administrative Agent, as of the last day of the most recently ended fiscal quarter of the Borrower prior to such date, shall in the aggregate, calculated on a consolidated basis, account for a percentage of Consolidated Net Revenue of less than 15%.
(d) Notwithstanding the foregoing requirements of this Section 5.8, at any time after the Borrower has obtained an Investment Grade Rating, the requirements under this Section 5.8, solely with respect to any obligation to ▇▇▇▇▇ ▇ ▇▇▇▇ on Collateral, enter into security and pledge agreements and perfect any Lien, but not with respect to the obligation to provide a guarantee for the Obligations, shall cease to apply.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) Subsidiary Guarantor as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected LienLien (except as expressly set forth in the applicable Security Document), promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a (except as expressly set forth in the applicable Security Document) a perfected first priority security interest with the Required Priority in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 3,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), Subsidiary Guarantor promptly (i) execute execute, acknowledge and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the LendersLenders with the Required Priority, 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 estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) property as well as a current ALTA survey thereof, together with a surveyor's ’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 trustMortgage, 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.
(c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the Borrower purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary or any of its Subsidiariesan Immaterial Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement 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 with the Required Priority in the all Capital Stock of such new Subsidiary which is owned by the Borrower or any of its SubsidiariesGroup Member, (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock if anyStock, together with undated stock powerspowers or equivalents, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a (to the extent provided in the Guarantee and Collateral Agreement) perfected first priority security interest with the Required Priority in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative AgentAgent 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 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) The Borrower will not issue or sell any of its Capital Stock (i) to any Person other than Holdings, (ii) unless such Capital Stock is issued subject to the security interest granted by the Guarantee and Collateral Agreement or (iii) in any form except as a certificated security delivered at or substantially concurrent with issuance to the Administrative Agent and pledged pursuant to the Guarantee and Collateral Agreement.
(e) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesGroup Member (other than by any Group Member that is a Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Pledge 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 (except as expressly set forth in the Guarantee and Collateral Agreement) perfected first priority security interest with the Required Priority in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries such 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), (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, if any, together with undated stock powerspowers or equivalents, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Group 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 Lien thereonAdministrative Agent’s security interest therein, 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.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property or rights acquired after the Closing Date by the Borrower 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 property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)below) as to which the Administrative Collateral Agent, for the benefit of the LendersAdministrative Agent and the Secured Parties, does not have a perfected Lien, promptly (and, in any event within 60 days following such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security and Pledge Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order the Collateral Agent reasonably request to grant to the Administrative Collateral Agent, for the benefit of the LendersAdministrative Agent and the Secured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions necessary as the Administrative Agent or advisable Collateral Agent reasonably request to grant to the Administrative Collateral Agent, for the benefit of the LendersAdministrative Agent and the Secured Parties, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code or other applicable financing statements in such jurisdictions as may be required by the Security and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 20,000,000 acquired after the Closing Date by the Borrower 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 than any such real estate subject to a Lien expressly permitted by Section 6.3(g)Loan Documents), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering any event within 90 days following such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price of such real estate (acquisition 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 later date selected by the Administrative Agent in connection with its reasonable discretion) deliver the documents required for Mortgaged Properties pursuant to Section 6.11; provided, however, 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 mortgage real property is not located in a “special flood hazard area”, ten (10) Business Days or deed of trust(b) if such real property is located in a “special flood hazard area”, each of the foregoing in form and substance reasonably satisfactory to 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 requested required by Flood Laws, evidence of required flood insurance; provided, further, that the Administrative Agent, deliver to deadline for delivery of the Administrative Agent legal opinions relating to the matters described above, which opinions Mortgage and other deliverables under this Section 6.9(b) shall be in form and substance, and from counsel, reasonably satisfactory automatically extended to the Administrative Agentcomply with this proviso.
(c) With respect to any new Subsidiary (other than a Foreign any Excluded Subsidiary) created or acquired (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary (to the extent not a Loan Party)), promptly (and, in any event within 60 days after the Closing Date by acquisition or formation thereof or the Borrower or any of its Subsidiaries, promptly cessation to be an Excluded Subsidiary) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security and Pledge Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order the Collateral Agent reasonably request to grant to the Administrative Collateral Agent, for the benefit of the LendersAdministrative Agent and the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower Company or any of its SubsidiariesSubsidiaries 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), (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock if anyStock, 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 Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 Borrower Company or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of required or the Administrative Agent, desirable Agent reasonably requests to perfect the Lien thereonCollateral Agent’s security interest therein, and (iii) if requested by the Administrative Agent, deliver cause such new Subsidiary to become a party to the Administrative Agent legal opinions relating Guarantee Agreement and the Collateral Agreement and, to the matters described aboveextent applicable, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.Israeli Security Agreement and
Appears in 1 contract
Additional Collateral, etc. (a) With respect to To the extent that a security interest in any Property acquired after the Closing Date by (other than any Property described in paragraph (b) or (c) of this Section) of the Borrower or any of its Subsidiaries (other than (x) is required to be granted in connection with any Property described in paragraph (b), (c) or (d) below Optional Term Loan Amendment executed and (y) any Property subject to a Lien expressly permitted delivered by Section 6.3(g)) as to which the Borrower and the Administrative Agent, for the benefit of the Lenders, does not have a perfected LienAgent relating to any Optional Term Loan Tranche, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security and Pledge Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee To the extent that a security interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date Capital Stock owned by the Borrower or any of its Subsidiaries (other than is required to be granted in connection with any such real estate subject Optional Term Loan Amendment executed and delivered by the Borrower and the Administrative Agent relating to a Lien expressly permitted by Section 6.3(g))any Optional Term Loan Tranche, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Pledge Agreement as the Administrative Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Capital Stock (provided that in no event shall more than 65% of the total outstanding Capital Stock of any Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the 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 Borrower or such Subsidiary, as the case may be, (iii) to the extent required by such Optional Term Loan Amendment, cause the issuer of such pledged Capital Stock (A) to become a party to the Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Secured Parties a perfected first priority security interest in the Property of such issuer, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreement or by law or as may be 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.
(c) To the extent that a security interest in any fee interest in any real property of the Borrower or any of its Subsidiaries is required to be granted in connection with any Optional Term Loan Amendment executed and delivered by the Borrower and the Administrative Agent relating to any Optional Term Loan Tranche, promptly (i) execute and deliver to the Collateral Agent a first priority Mortgage in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders Secured Parties with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate 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 or deed of trustMortgage, 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 (other than a Foreign Subsidiary) 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below and below, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g) and (z) any property that constitutes Excluded Property (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 in any event within five (5) Business Days of notice thereof from the Administrative Agent (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 Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in any such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.. 109
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 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 Borrower or any of its Subsidiaries Closing Date (other than (i) any such real estate Material Real Property subject to a Lien expressly permitted by Section 6.3(g)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), promptly 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 a first priority Mortgage in favor of 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 LendersSecured Parties, covering a perfected first priority security interest in the Capital Stock of such real estateDomestic Subsidiary that is owned by any Loan Party, (ii) if requested by deliver to the Administrative Agent, provide Agent the Lenders with (x) title and extended coverage insurance covering certificates representing such real estate in an amount 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 thereofCapital Stock, together with undated endorsements, in blank, executed and delivered by a surveyor's certificate duly authorized officer of the relevant Loan Party, (iii) cause such Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (yB) any consents or estoppels reasonably deemed to take such actions necessary or reasonably advisable by to grant to the Administrative Agent in connection with such mortgage or deed of trust, each for the benefit of the foregoing Secured Parties a perfected first priority security interest in form the Collateral described in the Guarantee and substance reasonably satisfactory 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 (iiiC) 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 (d) shall include any existing 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 (or such later date as the Administrative Agent legal shall agree to in its sole discretion) (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 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 the matters described abovesuch 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.
(ce) With respect Notwithstanding anything to the contrary set forth in this Agreement, each Subsidiary Borrower and any new other applicable Loan Party shall, on the date such Domestic Subsidiary becomes a Subsidiary Borrower under this Agreement, (other than a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries, promptly (iA) execute and deliver to the Administrative Agent such amendments to the such Security and Pledge Agreement Documents (or such additional Security 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 perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its SubsidiariesBorrower, (iiB) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 Borrower or such Subsidiaryother Loan Party, 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 thereonAdministrative Agent’s security interest therein, (C) 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 Borrower to become a party to each applicable Security Document and guarantee document and (iiiD) if take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in such property having the highest priority then available, including the filing of Uniform Commercial Code financing statements (or equivalent documents under local law) in such jurisdictions as may be required by the Security Documents or by law or as may be 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.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) Subsidiary Guarantor as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected LienLien (except as expressly set forth in the applicable Security Document), promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a (except as expressly set forth in the applicable Security Document) perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 3,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), Subsidiary Guarantor promptly (i) execute execute, acknowledge and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, 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 estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) property as well as a current ALTA survey thereof, together with a surveyor's ’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 trustMortgage, 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.
(c) With respect to any new Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the Borrower purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be a Foreign Subsidiary or any of its Subsidiariesan Immaterial Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement 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 the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesGroup Member, (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock if anyStock, together with undated stock powerspowers or equivalents, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a (to the extent provided in the Guarantee and Collateral Agreement) perfected first priority security interest in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative AgentAgent 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 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) The Borrower will not issue or sell any of its Capital Stock (i) to any Person other than Holdings, (ii) unless such Capital Stock is issued subject to the security interest granted by the Guarantee and Collateral Agreement or (iii) in any form except as a certificated security delivered at or substantially concurrent with issuance to the Administrative Agent and pledged pursuant to the Guarantee and Collateral Agreement.
(e) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesGroup Member (other than by any Group Member that is a Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Pledge 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 (except as expressly set forth in the Guarantee and Collateral Agreement) perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiaries such 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), (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, if any, together with undated stock powerspowers or equivalents, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Group 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 Lien thereonAdministrative Agent’s security interest therein, 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.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries (other than (x) any Property described in paragraph (b), ) or paragraph (c) or (d) below of this Section, and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 property acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage mortgage or deed of trust in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty and in form and substance satisfactory to the Administrative Agent, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate 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 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 Domestic Subsidiary (other than a or First Tier Foreign Subsidiary) Subsidiary created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 Domestic Subsidiary which is owned by or First Tier Foreign Subsidiary as the Borrower or any of its Subsidiariescase may be, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Domestic Subsidiary, as the case may be, (iii) cause such new Domestic Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and (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 Pledge Collateral Agreement with respect to such new Domestic Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral 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. Each existing Domestic Subsidiary or First Tier Foreign Subsidiary must be a party to the Guaranty and Collateral Agreement except Global Geophysical Services Nigeria Limited, but only so long as such entity has no assets and no liabilities.
(d) With respect to any new Foreign Subsidiary created or acquired To the extent Borrower possesses or, after the Closing Date by the Date, obtains any environmental insurance, Borrower shall name or any of its Subsidiaries, promptly (i) execute and deliver cause to be named the Administrative Agent as an additional insured to each such amendments to policy.
(e) Borrower must give written notice promptly, or in any case within 5 days, of the Security and Pledge Agreement creation of any additional Foreign Subsidiary, together with information concerning the business, assets or finances of such Foreign Subsidiary 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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 Agentrequest.
Appears in 1 contract
Sources: Term Loan Agreement (Global Geophysical Services Inc)
Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below below, and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (iand in any event within three (3) Business Days)(i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable in order 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 except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions 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 security interest in such Property subject to Liens (except as expressly permitted by Section 6.3 7.3) security interest and perfected to the extent required by the Security and Pledge AgreementLien in such property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(g)), promptly promptly, to the extent reasonably requested by the Administrative Agent, (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate 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 ’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 trustMortgage, 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 Domestic Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent deems necessary or advisable in order 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 which that is owned directly or indirectly by the Borrower such Loan Party (other than Domestic Subsidiaries that are owned by or any of its Subsidiariesthrough a Foreign Subsidiary), (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 if anyStock, 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 berelevant Loan Party, (iii) cause such new Domestic Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral Agreement, (B) to take such actions as are necessary or advisable in the reasonable 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 Guarantee and Pledge Agreement Collateral Agreement, with respect to such new Domestic Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge 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 Domestic Subsidiary, in a from reasonably satisfactory 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 Foreign Subsidiary created or acquired after At the Closing Date by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion request of the Administrative Agent, desirable each Loan Party shall use commercially reasonable efforts to perfect obtain a landlord’s agreement or bailee letter, as applicable, from the Lien thereonlessor of each leased property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral having a value of $50,000 or more 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 (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall otherwise be reasonably satisfactory in form and substance, and from counsel, reasonably satisfactory substance to the Administrative Agent. After the Closing Date, no real property or warehouse space shall be leased by any Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date where Collateral having a value of $50,000 or more is stored or located, without the prior written consent of 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 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 Collateral is or may be located.
Appears in 1 contract
Sources: Credit Agreement (XOOM Corp)
Additional Collateral, etc. (a) With respect to any Property owned property constituting Collateral acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) Subsidiary Guarantor as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected LienLien (except as expressly set forth in the applicable Security Document), promptly (or within such period of time as reasonably consented to by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 subject property and (ii) take all actions reasonably necessary or advisable to Liens permitted by Section 6.3 and perfected grant to the extent required by Administrative Agent, for the benefit of the Secured Parties, a (except as expressly set forth in the applicable Security and Pledge AgreementDocument) perfected security interest in such property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With Subject to the last sentence of this Section 7.9(b), with respect to any fee simple interest in any real estate property having a value (together with improvements thereof) of at least $500,000 6,000,000 acquired after the Closing Date by the Borrower or any Subsidiary Guarantor within ninety (90) days of its Subsidiaries such acquisition (other than any or within such real estate subject longer period of time as reasonably consented to a Lien expressly permitted by Section 6.3(g))the Administrative Agent) (A) execute, promptly (i) execute acknowledge and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the LendersSecured 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 estateproperty, (iiB) if requested by the Administrative Agent, provide the Lenders Secured Parties with (x1) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Agentand endorsements thereto) as well as together with a current ALTA survey thereof, together with a surveyor's ’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 or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent 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 (iiiD) if reasonably 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. 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 Restricted Subsidiary that is not an Excluded Subsidiary (or such other than Restricted Subsidiary designated by the Borrower as a Foreign SubsidiarySubsidiary Guarantor) created or acquired after the Closing Date by any Group Member (which, for the Borrower purposes of this Section 7.9(c), shall include any existing Restricted Subsidiary that ceases to be a Foreign Subsidiary or any of its Subsidiariesan Excluded Subsidiary), promptly (or within such period of time as reasonably consented to by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent reasonably 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 Restricted Subsidiary which (to the extent constituting Collateral) that is owned by the Borrower or any of its SubsidiariesGroup Member, (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock if anyStock, together with undated stock powerspowers or equivalents, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new Restricted Subsidiary (other than any Securitization Subsidiary) (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a (to the extent provided in the Guarantee and Collateral Agreement) perfected first priority security interest in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Restricted Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge 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 created or acquired after the Closing Date by the Borrower 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 its Subsidiariesany Subsidiary that becomes a Material Foreign Subsidiary, promptly (iA) (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 Security Guarantee and Pledge 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 (except as expressly set forth in the Guarantee and Collateral Agreement) perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary which (to the extent constituting Collateral) that is owned by the Borrower or any of its Subsidiaries such 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), (iiB) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, if any, together with undated stock powerspowers or equivalents, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Group 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 Lien thereonAdministrative Agent’s security interest therein, and (iiiC) 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”, and, thereafter (to the extent necessary) 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 Loan Party shall be required to seek any landlord waiver, bailee letter, estoppel, warehouseman waiver or other collateral access, lien waiver or similar letter or agreement;
(ii) no Loan Party shall be required to perfect a security interest in any 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 or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interests in any assets or to perfect 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 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 uncertificated 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 (OPENLANE, Inc.)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower Company or any of its Subsidiaries Subsidiary Guarantor (other than (xw) any interest in real property or any Property described in paragraph (b)) of this Section 6.08, (c) or (d) below and (yx) any Property subject to a Lien expressly permitted by Section 6.3(g)7.03(g) or, (y) Property acquired by an Excluded Subsidiary or (z) Property in respect of which the cost of obtaining a security interest in, or perfection of, such Property is excessive relative to the practical benefit of the Lenders afforded thereby, as determined by the Administrative Agent in its reasonable discretion) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or and such other documents (including intellectual property security agreements) as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except (to the extent such Property is of a type that would constitute Collateral as prohibited by documents permitted by Section 6.13 described in the Guarantee and Collateral Agreement) 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, except in such Property subject the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 6.3 and perfected 7.03) in such Property (to the extent required by the Security Guarantee and Pledge Collateral Agreement), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions and/or intellectual property security agreements as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent.
(b) With respect to any fee simple interest in any real estate property having a value (together with improvements thereof) of at least $500,000 acquired 5,000,000acquired after the Closing Date by the Borrower Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor) having a Fair Market Value of its Subsidiaries at least $25,000,000 on the date such real property is acquired (other than any real property in respect of which the cost of obtaining a Mortgage or other security interest in, or perfection of, such real estate subject property is excessive relative to a Lien expressly permitted the practical benefit of the Lenders afforded thereby, as determined by Section 6.3(g)the Administrative Agent in its reasonable discretion), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Borrower obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a first priority Mortgage in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal deliver to the purchase price Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), provided that a zoning endorsement shall only be required where zoning evidence is reasonably available from the local municipality, (B) an American Land Title Association/American Congress of such real estate Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent (or a survey update or existing survey with a “no change” affidavit, in each case acceptable to a title company issuing a title insurance policy requested hereunder), (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such other amount later date as the Collateral Agent or Co-Collateral Agent shall be reasonably specified by agree) prior to the Administrative Agent) as well as date on which a current ALTA survey thereofMortgage is executed and delivered pursuant to this Section 6.08(b), together in order to comply with a surveyor's certificate the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (y) any consents or estoppels reasonably deemed necessary or advisable by collectively, the Administrative Agent in connection with such mortgage or deed of trust“Flood Documents”), each of the foregoing in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the Administrative applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, 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 AgentCompany, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder.
(c) With respect to any new Subsidiary (other than a Foreign an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by the Borrower Company or any of its SubsidiariesRestricted Subsidiaries (other than by an Excluded Subsidiary), promptly within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Collateral Agent deems necessary or advisable in order 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 Subsidiary which that is owned by the Borrower Company or any Subsidiary Guarantor (to the extent such Capital Stock is of its Subsidiariesa type that would constitute Collateral as described in the Guarantee and Collateral Agreement), (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock if any(to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such SubsidiarySubsidiary Guarantor, as the case may be, be and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new SubsidiarySubsidiary to the extent required by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be and if reasonably requested by the Administrative Collateral Agent, and (iv) if requested by the Administrative Agentwith respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Administrative Collateral 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 The Co-Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to any new Foreign Subsidiary created fiduciary or acquired after the Closing Date by the Borrower other implied duties, nor has any duty or obligation to any Lender or participant or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement other Person as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit a result of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with undated stock powers, in blank, executed Co-Collateral Agent’s rights under Section 6.05 and delivered by a duly authorized officer of the 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 thereon, 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 AgentSection 6.08.
Appears in 1 contract
Sources: Credit Agreement (Harsco Corp)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (xv) any Property real property, (w) any property described in paragraph (b), (cSections 6.10(c) or (d) below and below, (yx) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (y) while Permitted Non-ABL Loans are outstanding, any Non-ABL Priority Collateral as to which the Non-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) and (z) any Excluded Property (as defined in the Guarantee and Collateral Agreement) or other property (other than, while Permitted Non-ABL Loans are outstanding, Non-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) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property subject property and (ii) take all actions necessary or reasonably advisable to Liens permitted by Section 6.3 and perfected grant to the extent Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in such property with the priority required by the Security and Pledge AgreementIntercreditor Agreements, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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[Reserved].
(c) With respect to any new Domestic Subsidiary (other than a Foreign any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the Borrower purposes of this paragraph (c), shall include any (1) 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) within forty-five (45) days after the creation or any acquisition of such new Domestic Subsidiary (or such later date as the Administrative Agent shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest with the priority required by the Intercreditor Agreements in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) subject to the Intercreditor Agreements, deliver to the Administrative Agent the certificates (if any) representing such Capital Stock if anyStock, together with undated endorsements and/or stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral 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 first priority security interest with the priority required by the Intercreditor Agreements in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent and (C) subject to the Intercreditor Agreements, to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C-2, 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 CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the Borrower purposes of this paragraph (d), shall include any existing Subsidiary that becomes a CFC Holding Company or any a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest with the priority required by the Intercreditor Agreements in the Capital Stock of such new CFC Holding Company or Foreign Subsidiary which that is owned by the Borrower or any of its Subsidiaries 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), (ii) subject to the Intercreditor Agreements, deliver to the Administrative Agent the certificates representing such pledged Capital Stock, if any, 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, relevant Loan Party and take such other action as may be the Administrative Agent deems necessary or, in the opinion of or reasonably advisable to perfect the Administrative Agent, desirable to perfect the Lien thereon, and ’s security interest therein.
(iiie) if requested by the Administrative Agent, deliver Notwithstanding anything to the Administrative Agent legal opinions relating to contrary in this Agreement or any other Loan Document, no Loan Document shall grant the matters described above, which opinions shall be Secured Parties a security interest in form and substance, and from counsel, reasonably satisfactory to the Administrative Agentany fee-owned or leased real property.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) property acquired by any Property subject to a Lien expressly permitted by Section 6.3(g)Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, Lenders does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent Lenders such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent Lenders deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, Lenders a security interest in such Property except as prohibited by documents permitted by Section 6.13 property to the extent set forth in the Guarantee and Collateral Agreement and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lenders a perfected first priority security interest in such Property property, subject only to any Permitted Liens permitted by Section 6.3 and perfected to securing the extent required by Creo Debt, the Security and Pledge AgreementM Data Debt or the National City Debt, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentLenders.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (other than real property acquired by any such real estate subject to a Lien expressly permitted by Section 6.3(g)Excluded Foreign Subsidiary), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agentmortgage, for the benefit of the Lenders, covering such real estateproperty, subject only to any Permitted Lien securing the Creo Debt, (ii) if requested by the Administrative AgentLenders, provide the Lenders with (xA) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative AgentLenders) as well well
as a current ALTA survey thereof, together with a surveyor's certificate and (yB) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent Lenders in connection with such mortgage or deed of trustmortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent Lenders and (iii) if requested by the Administrative AgentLenders, deliver to the Administrative Agent Lenders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentLenders.
(c) With respect to any new Subsidiary (other than a an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the Borrower or purposes of this paragraph (c), shall include any of its Subsidiariesexisting Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent Lenders such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent Lenders deems necessary or advisable in order to grant to the Administrative AgentLenders, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by any Group Member, subject only to any Permitted Liens securing the Borrower Creo Debt, the M Data Debt or any of its Subsidiariesthe National City Debt, (ii) deliver to the Administrative Agent Lenders (or, so long as the Intercreditor Agreement remains in effect, to Creo) the certificates representing such Capital Stock if anyStock, 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 berelevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement 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 Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, includingsubject only to any Permitted Liens securing the Creo Debt, without limitationthe M Data Debt or the National City Debt, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentLenders and (C) to deliver to the Lenders a certificate of such Subsidiary, substantially in the form of EXHIBIT C, with appropriate insertions and attachments, and (iv) if requested by the Administrative AgentLenders, deliver to the Administrative Agent Lenders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentLenders.
(d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesGroup Member (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent Lenders such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent Lenders deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest interest, subject only to any Permitted Liens securing the Creo Debt, the M Data Debt or the National City Debt, in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its Subsidiaries such 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), (ii) deliver to the Administrative Agent Lenders (or, so long as the Intercreditor Agreement remains in effect, to Creo) 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 Borrower or such Subsidiary, as the case may berelevant Group Member, and take such other action as may be necessary or, in the opinion of the Administrative AgentLenders, desirable to perfect the Lien thereonLenders' security interest therein, and (iii) if requested by the Administrative AgentLenders, deliver to the Administrative Agent Lenders legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentLenders.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by any Loan Party that is property of the Borrower or type which would otherwise constitute Collateral subject to the Lien created by any of its Subsidiaries 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), (c) any newly formed or (d) below acquired Subsidiary of the Borrower and (y) all Capital Stock held by any Property subject to a Lien expressly permitted Loan Party in any Affiliated Investor), promptly but in any event within 3060 days after the end of the fiscal quarter during which such property was acquired (or by Section 6.3(g)) such later date as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly Agent may agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order may reasonably request to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all 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 such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, (A) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge 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 fee interest in any real estate having new Wholly Owned Subsidiary that is a value Domestic Subsidiary (together with improvements thereofother than an Excluded Subsidiary or an Excluded Foreign Subsidiary) of at least $500,000 created or acquired after the Closing Date by any Group Member (which, for the Borrower purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary or any of its Subsidiaries Excluded Foreign Subsidiary) (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)collectively, the “New Subsidiaries”), promptly but in any event within 3060 days after the end of the fiscal quarter during which such New Subsidiary was created or acquired (or by such later date as the Administrative Agent may agree in its sole discretion), (i) execute and deliver a first priority Mortgage in favor of to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent may reasonably request to grant to the Administrative Agent, for the benefit of the Lenders, covering a perfected first priority security interest in the Capital Stock of such real estateNew Subsidiary that is owned by any Group 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 Group Member, (iii) cause such New Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or 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 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 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 C, with appropriate insertions and attachments and (iv) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal deliver 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 trustlegal opinions relating to the matters described above, each of the foregoing which opinions shall be in form and substance 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 created or acquired after the Closing Date directly by any Loan Party, promptly but in any event within 60 days after the end of the fiscal quarter during which such New Excluded Foreign Subsidiary was created or acquired (or by such later date as the Administrative Agent may agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent 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 Loan Party (provided that in no event shall more than 66% of the total outstanding voting Capital 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 reasonably requested by the Administrative Agent to perfect the Administrative Agent’s security interest therein 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 foregoing or any other provision of the Loan Documents, the Loan Parties shall not be required to undertake such perfection actions in any jurisdictions outside the United States.
(cd) With Notwithstanding anything set forth herein or any of the other Loan Documents, with respect to any new Subsidiary (other than a Foreign Subsidiary) Collateral that is not included in the calculation of the Maximum Permitted Outstanding Amount, the Loan Parties shall not be required to obtain third party acknowledgements, agreements or consents in support of the creation, perfection or enforcement of security interests in such Collateral. In addition, the requirements of this Section 6.10 shall not apply to any assets or Subsidiaries created or acquired after the Closing Date by the Borrower or any of its SubsidiariesDate, promptly (i) execute and deliver as applicable, as to which the Administrative Agent has reasonably determined, and has advised the Borrower, that such amendments requirements need not be satisfied because, inter alia, the collateral value thereof is insufficient to justify the Security and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agentdifficulty, for the benefit time and/or expense of the Lenders, obtaining a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 Agenttherein.
(d) With respect to any new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g7.3(f) or Section 7.3(g)) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments or supplements to the Pledge and Security and Pledge Agreement Agreements, the Canadian General Security Agreements or such other documents as the Administrative Collateral Agent deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the any Pledge and Security Agreement and Pledge any Canadian General Security Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 1,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries a Loan Party (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(f) or Section 7.3(g)), promptly promptly, and in any event within 30 days after the acquisition thereof, (i) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Collateral 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 Collateral Agent in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Collateral Agent and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
(c) With respect to any new U.S. or Canadian Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date Date, by the Borrower any Loan Party, promptly, and in any event within 15 days after such creation or any of its Subsidiariesacquisition, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments or supplements to the Pledge and Security and Pledge Agreement Agreements as the Administrative Collateral Agent deems necessary or advisable in order 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 Subsidiary which that is owned directly by the Borrower or any of its Subsidiariesa Loan Party, (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock if anyStock, 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 beapplicable Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee Guaranty and a Pledge and Security Agreement and/or to execute a Canadian General Security Agreement, as required by the Security and Pledge Agreement Collateral Agent and (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security and Pledge Agreement Documents with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the any Security and Pledge Agreement Document or by law or as may be requested by the Administrative Collateral Agent, and (iv) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
(d) With respect to any new Foreign Subsidiary of the Parent organized in a jurisdiction other than the United States or Canada that is created or acquired after the Closing Date by the Borrower a Loan Party, promptly, and in any event within 15 days after such creation or any of its Subsidiariesacquisition, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments or supplements to the Pledge and Security and Pledge Agreement Agreements as the Administrative Collateral Agent deems necessary or advisable in order 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 Subsidiary which that is owned directly by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged)a Loan Party, (ii) deliver to the Administrative 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 Borrower or such Subsidiary, as the case may beapplicable Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Collateral Agent, desirable to perfect the Lien of the Collateral Agent thereon, and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower Company or any of its Subsidiaries Subsidiary Guarantor (other than (xw) any interest in real property or any Property described in paragraph (b)) of this Section 6.08, (c) or (d) below and (yx) any Property subject to a Lien expressly permitted by Section 6.3(g7.03(g), (y) Property acquired by an Excluded Subsidiary or (z) Property in respect of which the cost of obtaining a security interest in, or perfection of, such Property is excessive relative to the practical benefit of the Lenders afforded thereby, as determined by the Administrative Agent in its reasonable discretion) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or and such other documents (including intellectual property security agreements) as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except (to the extent such Property is of a type that would constitute Collateral as prohibited by documents permitted by Section 6.13 described in the Guarantee and Collateral Agreement) 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, except in such Property subject the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 6.3 and perfected 7.03) in such Property (to the extent required by the Security Guarantee and Pledge Collateral Agreement), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions and/or intellectual property security agreements as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent.
(ba) With respect to any fee simple interest in any real estate having a value (together with improvements thereof) of at least $500,000 property acquired after the Closing Date by the Borrower Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor) having a Fair Market Value of its Subsidiaries at least $25,000,000 on the date such real property is acquired (other than any real property in respect of which the cost of obtaining a Mortgage or other security interest in, or perfection of, such real estate subject property is excessive relative to a Lien expressly permitted the practical benefit of the Lenders afforded thereby, as determined by Section 6.3(g)the Administrative Agent in its reasonable discretion), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the Company obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a first priority Mortgage in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal deliver to the purchase price Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), provided that a zoning endorsement shall only be required where zoning evidence is reasonably available from the local municipality, (B) an American Land Title Association/American Congress of such real estate Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent (or a survey update or existing survey with a “no change” affidavit, in each case acceptable to a title company issuing a title insurance policy requested hereunder), (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, 103 Stat. 183, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such other amount later date as the Collateral Agent or Co-Collateral Agent shall be reasonably specified by agree) prior to the Administrative Agent) as well as date on which a current ALTA survey thereofMortgage is executed and delivered pursuant to this Section 6.08(b), together in order to comply with a surveyor's certificate the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (y) any consents or estoppels reasonably deemed necessary or advisable by collectively, the Administrative Agent in connection with such mortgage or deed of trust“Flood Documents”), each of the foregoing in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the Administrative applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage).
(b) If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, 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 AgentCompany, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder.
(c) With respect to any new Subsidiary (other than a Foreign an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by the Borrower Company or any of its SubsidiariesRestricted Subsidiaries (other than by an Excluded Subsidiary), promptly within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Collateral Agent deems necessary or advisable in order 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 Subsidiary which that is owned by the Borrower Company or any Subsidiary Guarantor (to the extent such Capital Stock is of its Subsidiariesa type that would constitute Collateral as described in the Guarantee and Collateral Agreement), (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock if any(to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such SubsidiarySubsidiary Guarantor, as the case may be, be and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new SubsidiarySubsidiary to the extent required by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be and if reasonably requested by the Administrative Collateral Agent, and (iv) if requested by the Administrative Agentwith respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Administrative Collateral 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 The Co-Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to any new Foreign Subsidiary created fiduciary or acquired after the Closing Date by the Borrower other implied duties, nor has any duty or obligation to any Lender or participant or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement other Person as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit a result of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with undated stock powers, in blank, executed Co-Collateral Agent’s rights under Section 6.05 and delivered by a duly authorized officer of the 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 thereon, 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 AgentSection 6.08.
Appears in 1 contract
Sources: Third Amended and Restated Credit Agreement (ENVIRI Corp)
Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by the Borrower any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of its Subsidiaries the Loan Documents) (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 6.3(gclauses (6)(A), (8), (9), (12), (16), (26), (29), (35) 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) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 90 days (or such longer period as the Administrative Agent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement or such other 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementPermitted Liens) in such property, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) With Subject to the last sentence of this paragraph, with respect to any fee interest in any real estate having 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 value (together with improvements thereofLoan Party pursuant to the terms of the Loan Documents) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g)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), promptly 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 first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such interest in real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) a Title Policy as well as a current ALTA survey thereofthereof (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 ’s certificate and (y) any consents or estoppels in form reasonably deemed necessary or advisable by acceptable to the Administrative Agent in connection Agent; provided that with such mortgage or deed of trust, each of respect to the foregoing in form and substance reasonably satisfactory 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 matters described aboveenforceability, 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 (other than a Foreign Subsidiary) Guarantor created or acquired after the Closing Date by any Group Member (which, for the Borrower purposes of this Section 5.9(c), shall include any existing Group Member that ceases to be an Excluded Domestic Subsidiary or any a Non-Guarantor Subsidiary), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of its Subsidiaries, promptly such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security and Pledge Agreement or other Security 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 which Guarantor that is owned by the Borrower or any of its SubsidiariesGroup 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 Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new Subsidiary Guarantor (Aa) 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 party Subsidiary Guarantor, (y) a joinder agreement to the Subsidiary Guarantee and Security Agreement, substantially in the Security and Pledge Agreement and form annexed thereto, (Bb) 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 and Pledge Agreement with respect to such new SubsidiarySubsidiary Guarantor, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security and Pledge 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 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 Immaterial Subsidiary), created or acquired after the Closing Date by any Loan Party, within 90 days (or such longer period as the Borrower Administrative Agent shall reasonably agree) after the date of such creation or any of its Subsidiaries, promptly 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 Pledge Agreement substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably 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 (subject to Permitted Priority Liens) in the Capital Stock of such new CFC Holdco or Foreign Subsidiary which that is a CFC that is directly owned by the Borrower or any of its Subsidiaries such Loan Party (provided that in no event shall more than 65% of the total outstanding Capital Voting Stock of any such new 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, if any, 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 berelevant Group Member, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien thereonAdministrative Agent’s security interest therein, 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 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 stamp, excise or similar taxes on any 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 Administrative Agent may determine.
(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 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 as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (subject to Permitted Priority Liens) in the Capital Stock of such Non-Guarantor Subsidiary that is owned by any Loan Party, (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 new Subsidiary Guarantor 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.
(f) Notwithstanding anything to the contrary in this Agreement (i) no actions in any jurisdiction outside the United States shall be required in order to create any security interests in assets located or titled outside of the 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 Borrowers and their respective 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
Sources: Term Loan Credit Agreement (JELD-WEN Holding, Inc.)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by any Group Member which is not a Non-Material Subsidiary, Specified Joint Venture, HUD Owner or a not-for-profit corporation or similar entity that is prohibited from granting a Lien on its assets to secure the Borrower or any Obligations by a Requirement of its Subsidiaries Law (other than (x) any Property property described in paragraph (b), (c) or (d) below and below, (y) any Property fixed or capital assets subject to a Lien expressly permitted securing Indebtedness incurred in accordance with Section 7.2 to finance the acquisition of such fixed or capital assets, provided that such Liens were created substantially simultaneously with the acquisition of such fixed or capital assets and (z) property acquired by Section 6.3(g)any Excluded Foreign Subsidiary) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security and Pledge Collateral Agreement or such other documents as the Administrative Collateral Agent deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Collateral Agreement or by law or as may be requested by the Administrative Collateral Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 15,000,000 acquired after the Closing Second Amendment Effective Date by any Group Member which is a wholly owned Subsidiary and not a Non-Material Subsidiary, Specified Joint Venture, HUD Owner or not-for-profit corporation or similar entity that is prohibited from granting a Lien on its assets to secure the Borrower or any Obligations by a Requirement of its Subsidiaries Law (other than (x) any such real estate property subject to a Lien expressly permitted securing Indebtedness incurred in accordance with Section 7.2 to finance the acquisition of such real property, provided that such Liens were created substantially simultaneously with the acquisition of such real property and (y) real property acquired by Section 6.3(g)any Excluded Foreign Subsidiary), promptly (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate 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 ’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Collateral Agent in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and Collateral Agent, (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent and (iv) deliver a flood certificate in form and substance acceptable to the Collateral Agent, and if such real property is located in a “special flood hazard area,” a policy of flood insurance.
(c) With respect to any new Subsidiary (other than a an Excluded Foreign Subsidiary, a Non-Material Subsidiary or a not-for-profit corporation or similar entity that is prohibited from granting a Lien on its assets to secure the Obligations by a Requirement of Law) created or acquired after the Closing Date by any Loan Party (which, for the Borrower purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary, a Non-Material Subsidiary, a Specified Joint Venture, a HUD Owner or any a not-for-profit corporation or similar entity that is prohibited from granting a Lien on its assets to secure the Obligations by a Requirement of its SubsidiariesLaw), promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security and Pledge Collateral Agreement as the Administrative Collateral Agent deems necessary or advisable in order 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 Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Administrative Collateral Agent the any certificates representing such Capital Stock if anyStock, 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 berelevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee Agreement and the Security and Pledge Agreement and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Administrative AgentAgent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and a long form good standing certificate from its jurisdiction of organization, 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 Foreign Subsidiary (other than a Subsidiary required to become a Subsidiary Guarantor pursuant to Section 6.10(c)) created or acquired after the Closing Date by the Borrower or any of its SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security and Pledge Collateral Agreement as the Administrative Collateral Agent deems necessary or advisable in order 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 Subsidiary which that is owned by the Borrower or any of its Subsidiaries such Loan Party (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), (ii) deliver to the Administrative 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 Borrower or such Subsidiary, as the case may berelevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Collateral Agent, desirable to perfect the Lien thereonCollateral Agent’s security interest therein, and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative 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 Collateral Agent.
(e) If, at the end of any fiscal quarter of the Borrower after the Closing Date, Subsidiaries that are “Non-Material Subsidiaries” pursuant to the definition of “Non-Material Subsidiary” exceed the amounts set forth in the definition thereof, promptly following delivery of each Compliance Certificate delivered pursuant to Section 6.2(b), (i) execute and deliver to the Collateral Agent such amendments to the Collateral Agreement as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of each Subsidiary so designated by the Borrower that is owned by any Group Member, (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause each Subsidiary designated by the Borrower (A) to become a party to the Subsidiary Guarantee Agreement and the Collateral Agreement, (B) to take such actions 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 Collateral Agreement with respect to such Subsidiaries designated by the Borrower, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Collateral Agent a certificate of such Subsidiaries designated by the Borrower, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if requested by the Collateral Agent, deliver to 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, so that the foregoing condition regarding the definition of “Non-Material Subsidiary” continues to be true.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below below, and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g) or (m)) as to which the Administrative Agent, for the benefit of the Lenders, Lender does not have a perfected Lien, promptly (and in any event within thirty days after the end of the next completed month, or, with respect to Intellectual Property, as provided by Section 6.2(b)), (i) execute and deliver to the Administrative Agent Lender such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent Lender deems necessary or advisable in order to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the Lenders, Lender a security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions necessary or advisable in the opinion of Lender to grant to the Administrative Agent, for the benefit of the Lenders, Lender a perfected first priority security interest in such Property subject to Liens (except as expressly permitted by Section 6.3 7.3) security interest and perfected to the extent required by the Security and Pledge AgreementLien in such property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentLender.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 2,500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(g) or (m)), promptly promptly, to the extent requested by Lender, (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, Lender covering such real estateproperty, (ii) if requested by the Administrative AgentLender, provide the Lenders Lender with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative AgentLender) as well as a current ALTA survey thereof, together with a surveyor's certificate ’s certificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent Lender in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent Lender and (iii) if requested by the Administrative AgentLender, deliver to the Administrative Agent Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentLender.
(c) With Subject to clause (d) below, with respect to any new direct or indirect Material Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (including any Immaterial Subsidiary existing as of the Borrower or any of its SubsidiariesClosing Date which becomes a Material Subsidiary after the Closing Date), promptly (i) execute and deliver to the Administrative Agent Lender such amendments to the Guarantee and Collateral Agreement, Foreign Pledge Documents or Foreign Security and Pledge Agreement Documents as the Administrative Agent Lender deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, Lender a perfected first priority security interest in the Capital Stock of such new Material Subsidiary which that is owned directly by the Borrower or any of its Subsidiariessuch Loan Party, (ii) deliver to Lender such documents and instruments as may be required to grant, perfect, protect and ensure the Administrative Agent priority of such security interest, including but not limited to, the certificates representing such Capital Stock if anyStock, 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 berelevant Loan Party, (iii) cause such new Material Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and or Guarantee (Non-U.S. Entities), as applicable, (B) to take such actions as are necessary or advisable in the opinion of Lender to grant to the Administrative Agent Lender for the benefit of the Lenders Secured Parties a perfected first priority security interest in (1) with respect to any such new Material Domestic Subsidiary, the Collateral described in the Security Guarantee and Pledge Collateral Agreement and (2) with respect to any such new Material Foreign Subsidiary, includingthe Collateral described in the applicable Foreign Security Documents, without limitationin each case, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the applicable Foreign Security and Pledge Agreement Documents, or by law or as may be requested by the Administrative AgentLender and (C) to deliver to Lender a certificate of such Material Subsidiary, in a form reasonably satisfactory to Lender, with appropriate insertions and attachments, and (iv) if requested by the Administrative AgentLender, deliver to the Administrative Agent Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to Lender. Notwithstanding anything contained herein, in the Administrative AgentGuarantee and Collateral Agreement, in any Foreign Security Document or in any Foreign Pledge Document, (x) no First-Tier Foreign Subsidiary (nor any Subsidiary of any such First-Tier Foreign Subsidiary) shall be required to comply with the provisions described in clause (iii) above and (y) any security granted to Lender by a Foreign Subsidiary (including any pledge of Capital Stock) shall secure only the obligations in respect of the Non-U.S. Revolving Loans and shall not secure any obligations in respect of any U.S. Revolving Loans.
(d) With respect to any new Material First-Tier Foreign Subsidiary of a U.S. Borrower created or acquired after the Closing Date by the Borrower or any of its SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent Lender such amendments to the Guarantee and Collateral Agreement, Foreign Law Pledge Documents and/or Foreign Law Security and Pledge Agreement Documents, as the Administrative Agent Lender deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, Lender a perfected first priority security interest in the Capital Stock of such new Material First-Tier Foreign Subsidiary which that is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged)Loan Party, (ii) deliver to the Administrative Agent Lender 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 Borrower or such Subsidiary, as the case may berelevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative AgentLender, desirable to perfect the Lien thereonLender’s security interest therein, and (iii) if reasonably requested by the Administrative AgentLender, deliver to the Administrative Agent Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to Lender; provided, however, that if the Administrative Agentpledge pursuant to this Section 6.9(d) of one hundred percent (100%) of the total outstanding Capital Stock of such First-Tier Material Foreign Subsidiary would cause an inclusion of income under Section 951(a)(1)(B) of the Code to a Loan Party, then the pledge pursuant to this Section 6.9(d) shall be limited to sixty five percent (65%) of the total outstanding Capital Stock of such Material First-Tier Foreign Subsidiary entitled to vote (or if the relevant Loan Party shall own less than sixty five percent (65%) of such voting Capital Stock, then one hundred percent (100%) of the Capital Stock owned by such Loan Party so long as the aggregate amount of such voting Capital Stock pledged by Loan Parties does not exceed sixty five percent (65%) of the aggregate amount of such Capital Stock entitled to vote) and one hundred percent (100%) of the total outstanding Capital Stock of such Material First-Tier Foreign Subsidiary that is not entitled to vote (it being agreed that the determination of the entitlement to vote pursuant to this Section 6.9(d) shall be interpreted in accordance with Code Section 956 and the U.S. Treasury Regulations promulgated thereunder).
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property otherwise constituting “Collateral” acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(i)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, subject to paragraph (d) below, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 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 (subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement7.3) security interest in such property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate property owned by any Loan Party having a value (together with improvements thereof) ), in the reasonable opinion of the Borrower, of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries 2,000,000 (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(i)), promptly (i) execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate 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 or deed of trust’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 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.
(c) With respect to any new Restricted Subsidiary (other than a any Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the Borrower or purposes of this paragraph (c), shall include any of its Subsidiariesexisting Subsidiary that ceases to be an Unrestricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement 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 the Capital Stock of such new Restricted Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, 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 berelevant Loan Party, (iii) cause such new Restricted Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral 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 (subject to Liens permitted by Section 7.3) security interest in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Restricted Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent 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 (other than any Unrestricted Subsidiary) created or acquired after the Closing Date by the Borrower or any of its SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent reasonably 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 which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 6566% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged)Foreign Subsidiary, (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 Borrower or such Subsidiary, as the case may berelevant 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 thereonAdministrative 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.
(e) Notwithstanding anything to the contrary in the foregoing, (i) the Collateral shall not include (A) deposit accounts, (B) motor vehicles and other assets subject to certificates of title, (C) any fee owned real property with a value of less than $2,000,000 and all leasehold interests (including landlord waivers, estoppels and collateral access letters), (D) assets held by a Foreign Subsidiary or located in a jurisdiction other than the United States, (E) those assets as to which the Administrative Agent shall determine in its sole discretion that the costs of obtaining a security interest therein are excessive in relation to the value of the security to be afforded thereby and (F) more than 66% of the Capital Stock of any Foreign Subsidiary; (ii) the Loan Documents shall not require control agreements with respect to securities accounts, (iii) the guarantees shall not include any guarantee to the extent that the burden or cost (including any potential tax liability) of obtaining such guarantee outweighs the benefit afforded thereby as determined by the Administrative Agent in its sole discretion; (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 interests in assets located or titled outside of the U.S. or to perfect such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction); (v) the Loan Documents shall not require the creation of security interests in any assets of, or Capital Stock of, any Unrestricted Subsidiaries; and (vi) Liens required to be granted from time to time pursuant to the Guarantee and Collateral Agreement shall be subject to exceptions and limitations set forth in this Agreement and the Security Documents.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property personal property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) Company as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Liensecurity interest, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security and Pledge Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 property, and (ii) take all actions necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the entering into of account control agreements and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by applicable law or as may be reasonably requested by the Administrative AgentCollateral Agent (acting at the direction of the Required Holders); provided that the actions contemplated by clause (ii) shall not be required in respect of any such property if perfection of the security interest in such property requires more than the entering into of account control agreements and the filing of Uniform Commercial Code financing statements or delivery of Collateral that can be perfected by possession unless the value of such property, individually or in the aggregate, is equal to $500,000 or more.
(b) With respect to any fee or leasehold interest in any real estate property having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), Company promptly (i) execute and deliver a first priority Mortgage mortgage or deed of trust, as applicable, (or an amendment to the existing Mortgage) in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, and (ii) if reasonably requested by the Administrative AgentCollateral Agent (acting at the direction of the Required Holders), provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal deliver to the purchase price Secured Parties title insurance, surveys, consents, estoppels (subject to Section 4.12(c) (Delivery of Material Project Documents; Consents)) and legal opinions with respect to 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 after-acquired property in form and substance scope substantially 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 (other than a Foreign Subsidiary) 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement Required Holders with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by Mortgage or the Security and Pledge 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 AgentMortgaged Properties.
(d) With respect to any new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property Collateral acquired after the Closing Date by or with respect to any property or asset which becomes Collateral pursuant to the Borrower definition thereof after the Closing Date or any of its Subsidiaries Collateral that ceases to be an Excluded Perfection Asset after the Closing Date, promptly (other than (x) and, in any Property described in paragraph (b)event, (cA) with respect to any Deposit Account, Securities Account or (d) below Commodities Account, within the time period set forth in the second paragraph of Section 5.10 applicable to such Deposit Account, Securities Account or Commodities Account and (yB) with respect to any Property subject to a Lien expressly permitted by Section 6.3(g)) other Collateral or any other property or asset which becomes Collateral, within 20 Business Days (or such later date as to which the Administrative Agent, for Agent may agree in its sole discretion) following the benefit date of the Lenders, does not have a perfected Lien, promptly such acquisition or designation) (i) execute and deliver to the Administrative Agent and the Collateral Trustee such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents Security Documents as the Administrative Agent or the Collateral Trustee, as the case may be, deems necessary or reasonably advisable in order to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 Collateral and (ii) take all actions necessary or advisable reasonably requested by the Administrative Agent to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such Property Collateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens permitted by Section 6.3 and perfected to set forth in clause (g) of the extent required by the Security and Pledge Agreementdefinition thereof), including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative AgentAgent or the Collateral Trustee (it being understood and agreed 110 US-DOCS\104110541.24 that no Control Agreements shall be required pursuant to this Section 5.09(a) in respect of any Counterparty Accounts). Notwithstanding anything set forth herein or in any other Loan Document to the contrary, this Section 5.09(a) shall not apply to Intellectual Property Collateral acquired after the Closing Date or with respect to any property or asset which becomes Intellectual Property Collateral pursuant to the definition of Collateral after the Closing Date (it being agreed and understood that such Intellectual Property Collateral shall be subject to the applicable provisions of the Guarantee and Collateral Agreement).
(b) With respect to any fee interest in any Collateral consisting of real estate having a value (together with improvements thereof) property or any lease of at least $500,000 Collateral consisting of real property acquired or leased after the Closing Date by the Borrower or any of its Subsidiaries other Loan Party or which becomes Collateral pursuant to the definition thereof (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)Excluded Perfection Assets), promptly (and, in any event, within 60 days following the date of such acquisition or such longer period as consented to by the Administrative Agent in its sole discretion) (i) execute and deliver a first priority Mortgage in favor of the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, covering such real estateproperty and complying with the provisions herein and in the Security Documents, (ii) if requested by the Administrative Agent, provide the Lenders Secured Parties with (xA) title and extended coverage insurance (or, if approved by the Administrative Agent in its sole discretion, a UCC title insurance policy) covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Agent) Agent or the Collateral Trustee, which may be the value of the generation assets, if applicable, situated thereon), together with such endorsements as well as a current ALTA survey thereofare reasonably required by the Administrative Agent or the Collateral Trustee and are obtainable in the State in which such Mortgaged Property is located, and all of the other provisions herein and in the Security Documents, together with a surveyor's ’s certificate and (yB) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Trustee in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Trustee, (iii) if any such Collateral (other than any Excluded Perfection Assets) consisting of fee-owned real 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 it is located in an area which has been identified by the Secretary of Housing and Urban Development as a “special flood hazard area,” deliver to the Administrative Agent (A) a policy of flood insurance that (1) covers such Collateral and (2) is written in an amount reasonably satisfactory to the Administrative Agent, (B) a “life of loan” standard flood hazard determination with respect to such Collateral and (C) a confirmation that the Borrower or such other Loan Party has received the notice requested pursuant to Section 208(e)(3) of Regulation H of the Board, (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentAgent and the Collateral Trustee and (v) deliver to the Administrative Agent a notice identifying the consultant’s reports, environmental site assessments or other material documents, if any, relied upon by the Borrower or any other Loan Party to determine that any such real property included in such Collateral does not contain Hazardous Materials of a form or type or in a quantity or location that could, or to determine that the operations on any such real property included in such Collateral is in compliance with Environmental Law except to the extent any non-compliance could not, reasonably be expected to result in a material Environmental Liability.
(c) With respect to any new Subsidiary (other than a Foreign an Unrestricted Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this Section 5.09(c), shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary, or, in the Borrower’s election, an Excluded Subsidiary) by the Borrower or any of its the Subsidiaries, promptly (and, in any event, within 20 Business Days following such creation or the date of such acquisition) (or such later date as the Administrative Agent may agree in its sole discretion), (i) execute and deliver to the Administrative Agent and the Collateral Trustee such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent or the Collateral Trustee deems necessary or reasonably advisable in order to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, a valid, perfected first priority security interest in the Capital Stock of Equity Interests in such new Subsidiary which is that are owned by the Borrower or any of its the Subsidiaries, (ii) deliver to the Administrative Agent Collateral Trustee the certificates certificates, if any, representing such Capital Stock if anyEquity Interests, together with undated instruments of transfer or 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 Subsidiary that is not an Excluded Subsidiary or an Unrestricted Subsidiary (A) to become a party to the Subsidiary Guarantee and Collateral Agreement to, among other things, provide Guarantees of the Guaranteed Obligations hereunder, the Collateral Trust Agreement and the Intellectual Property Security and Pledge Agreement Agreements and (B) to take such actions necessary or advisable reasonably requested by the Administrative Agent to grant to the Administrative Agent Collateral Trustee, for the benefit of the Lenders Secured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest (except with respect to Pledged Securities, subject to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens in clause (g) of the definition thereof) in the Collateral described in the Guarantee and Collateral Agreement and the Intellectual Property Security and Pledge Agreement with respect to such new Subsidiary that is not an Excluded Subsidiary, includingincluding the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office (but not in any intellectual property offices in any jurisdiction outside the United States), without limitation, the execution and delivery by all necessary Persons of Control Agreements (other than with respect to any Counterparty Accounts) and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative AgentAgent or the Collateral Trustee, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent all documentation and other information required by regulatory authorities under the applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, as is reasonably requested in writing by the Administrative Agent and (v) deliver to the Administrative Agent and the Collateral Trustee, if reasonably requested, legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentAgent and the Collateral Trustee.
(d) With respect to any new Excluded Foreign Subsidiary (other than an Unrestricted Subsidiary or an Excluded Subsidiary that is a subsidiary of an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries, promptly (and, in any event, within 20 Business Days following such creation or the date of such acquisition) (or such later date as the Administrative Agent may agree in its sole discretion) (i) execute and deliver to the Administrative Agent and the Collateral Trustee such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent or the Collateral Trustee deems necessary or advisable in order to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of Equity Interests in such new Excluded Foreign Subsidiary which that is directly owned by the Borrower or any of its Domestic Subsidiaries (provided 112 US-DOCS\104110541.24 that in no event shall more than 65% of the total outstanding Capital Stock of voting first-tier Equity Interests in any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent Collateral Trustee the certificates representing such Capital Stock, if anyEquity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Domestic Subsidiary, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative AgentAgent or the Collateral Trustee, desirable to perfect the Lien thereon, security interest of the Collateral Trustee thereon and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Trustee, if reasonably requested, legal opinions (which may be delivered by in-house counsel if admitted in the relevant jurisdiction) relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentAgent and the Collateral Trustee.
Appears in 1 contract
Sources: Revolving Credit Agreement
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property property described in paragraph (b), (c) or (d) below and below, (y) any Property property subject to a Lien expressly permitted by Section 6.3(g)7.3(g) and (z) property acquired by any Excluded Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent and provided, that such actions with respect to motor vehicles and cash collateral need only be taken if and to the extent the Administrative Agent reasonably requests.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 2,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any such real estate property subject to a Lien expressly permitted by Section 6.3(g)7.3(g) and (z) real property acquired by any Excluded Foreign Subsidiary), promptly (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estateproperty, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate 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 or deed of trust, 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.
(c) With respect to any new Subsidiary (other than a an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 of such new Subsidiary which that is owned by the Borrower or any of its Subsidiariesthe Subsidiary Guarantors, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, 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 Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement 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 Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent 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 Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesSubsidiaries (other than an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 of such new Subsidiary which that is owned by the Borrower or any of its Subsidiaries (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), (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, if any, 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, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien thereonAdministrative 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.
Appears in 1 contract
Additional Collateral, etc. (a1) With respect to any Property acquired after the Closing Date date hereof by the Borrower or any of its Subsidiaries Company (other than (x) any Property described in paragraph clause (b), (c2) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)below) as to which the Administrative AgentTrustee, for the equal and ratable benefit of the LendersHolders of Securities, does not have a perfected Lien, the Company shall promptly (i) execute and deliver to the Administrative Agent such amendments Trustee an indenture supplemental hereto pursuant to the Security and Pledge Agreement Section 1201(3) or such other documents as the Administrative Agent deems shall be necessary or advisable in order to grant to the Administrative AgentTrustee, for the equal and ratable benefit of the LendersHolders of Securities, a security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative AgentTrustee, for the equal and ratable benefit of the LendersHolders of Securities, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected Property, to the extent required such perfection can be accomplished by the Security and Pledge Agreementfiling, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement this Indenture or by law Law or as may be requested by the Administrative AgentTrustee.
(b2) With respect to any easement interest in real property acquired by the Company after the execution and delivery of this Indenture (provided that the Company shall not be required at any time to comply with the provisions of this paragraph unless and until the aggregate value of all such easement interests with respect to which the provisions of this paragraph shall not then have been complied with aggregate at least $500,000) and with respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any initial execution and delivery of its Subsidiaries this Indenture (other than any such easement interest or real estate property subject to a Lien expressly permitted by Section 6.3(g)clause (6) of the definition of "Permitted Liens"), promptly the Company shall (i) execute promptly execute, deliver and deliver a first priority Mortgage in favor of the Administrative Agent, arrange for the benefit recording of the Lenders, an indenture supplemental hereto pursuant to Section 1201(3) covering such easement interest or real estate, property and (ii) if requested by the Administrative Agent, provide the Lenders Trustee with an Opinion of Counsel complying with Section 102, and the Trustee may rely upon such Opinion of Counsel in determining whether the Company is in compliance with this Section 611(2). SECTION 612. Annual Officer's Certificate as to Compliance. Within one hundred five (x105) title and extended coverage insurance covering such real estate in an amount at least equal to days after the purchase price end 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 fiscal year of the foregoing in form and substance reasonably satisfactory to Company ending after the Administrative Agent and (iii) if requested by date hereof, the Administrative Agent, Company shall deliver to the Administrative Agent legal opinions relating Trustee an Officer's Certificate executed by the chief financial officer, principal accounting officer, treasurer or comptroller of the Company stating that such officer has reviewed the relevant terms of this Indenture (and any indenture supplemental hereto) and has made, or caused to be made, under his or her supervision, a review of the transactions and conditions of the Company from the beginning of the relevant annual period covered by the certificate then being furnished 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 (other than a Foreign Subsidiary) 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 Security and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit date of the Lenderscertificate and that such review shall not have disclosed the existence during such period of any condition or event that constitutes a Default or Event of Default or, a perfected first priority security interest in the Capital Stock of if any such new Subsidiary which is owned by the Borrower condition or any of its Subsidiaries, event existed or exists (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, any such event or condition resulting from the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 new Foreign Subsidiary 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 Security and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit failure of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or Company to comply with any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledgedEnvironmental Law), (ii) deliver specifying the nature and period of existence thereof and what action the Company shall have taken or proposes to the Administrative Agent the certificates representing such Capital Stock, if any, together take 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, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien thereon, 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 Agentrespect thereto.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower Company or any of its Subsidiaries Subsidiary Guarantor (other than (xw) any interest in real property or any Property described in paragraph (b)) of this Section 6.08, (c) or (d) below and (yx) any Property subject to a Lien expressly permitted by Section 6.3(g7.03(g), (y) Property acquired by an Excluded Subsidiary or (z) Property in respect of which the cost of obtaining a security interest in, or perfection of, such Property is excessive relative to the practical benefit of the Lenders afforded thereby, as determined by the Administrative Agent in its reasonable discretion) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or and such other documents (including intellectual property security agreements) as the Administrative Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except (to the extent such Property is of a type that would constitute Collateral as prohibited by documents permitted by Section 6.13 described in the Guarantee and Collateral Agreement) 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, except in such Property subject the case of the pledge of Capital Stock of any Subsidiary, to Liens permitted by Section 6.3 and perfected 7.03) in such Property (to the extent required by the Security Guarantee and Pledge Collateral Agreement), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions and/or intellectual property security agreements as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent.
(b) With respect to any fee simple interest in any real estate having a value (together with improvements thereof) of at least $500,000 property acquired after the Closing Date by the Borrower Company or any Subsidiary Guarantor (or owned by any Person that becomes a Subsidiary Guarantor) having a Fair Market Value of its Subsidiaries at least $25,000,000 on the date such real property is acquired (other than any real property in respect of which the cost of obtaining a Mortgage or other security interest in, or perfection of, such real estate subject property is excessive relative to a Lien expressly permitted the practical benefit of the Lenders afforded thereby, as determined by Section 6.3(g)the Administrative Agent in its reasonable discretion), the Company shall notify the Collateral Agent and the Co-Collateral Agent promptly after the BorrowerCompany obtains knowledge thereof, to permit the Collateral Agent and the Co-Collateral Agent to comply with the Flood Insurance Laws, and within 90 days following the date of such acquisition of such real property or the date on which such Person becomes a Subsidiary Guarantor (or such longer period as the Collateral Agent and the Co-Collateral Agent shall reasonably agree or as may be reasonably required to permit completion of flood insurance diligence by the Collateral Agent and the Co-Collateral Agent), (i) execute and deliver a first priority Mortgage in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal deliver to the purchase price Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such Mortgage as a first lien on such Mortgaged Property (subject only to Liens permitted by Section 7.03), provided that a zoning endorsement shall only be required where zoning evidence is reasonably available from the local municipality, (B) an American Land Title Association/American Congress of such real estate Surveying and Mapping (ALTA/ACSM) form of survey by a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, certified to the Collateral Agent and the title company in a manner reasonably satisfactory to the Collateral Agent (or a survey update or existing survey with a “no change” affidavit, in each case acceptable to a title company issuing a title insurance policy requested hereunder), (C) to the extent required by Financial Institutions Reform, Recovery, and Enforcement Act of 1989, Pub.L. 101-73, ▇▇▇ ▇▇▇▇. ▇▇▇, enacted August 9, 1989, or any other applicable law, an appraisal, and (D) an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or such other amount later date as the Collateral Agent or Co-Collateral Agent shall be reasonably specified by agree) prior to the Administrative Agent) as well as date on which a current ALTA survey thereofMortgage is executed and delivered pursuant to this Section 6.08(b), together in order to comply with a surveyor's certificate the Flood Laws, the Collateral Agent and the Co-Collateral Agent shall have received the following documents (y) any consents or estoppels reasonably deemed necessary or advisable by collectively, the Administrative Agent in connection with such mortgage or deed of trust“Flood Documents”), each of the foregoing in form and substance reasonably satisfactory thereto: (1) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (2) if the improvement(s) to the Administrative applicable improved real property is located in a special flood hazard area, a notification to the Company (“Company Notice”) and (if applicable) notification to the Company that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (3) documentation evidencing the Company’s receipt of the Company Notice (e.g., countersigned Company Notice, return receipt of certified U.S. Mail, or overnight delivery), and (4) if the Company Notice is required to be given and flood insurance is available in the community in which the property is located, evidence of flood insurance reasonably satisfactory to the Collateral Agent and the Co-Collateral Agent (any of the foregoing being “Evidence of Flood Insurance”). Notwithstanding anything to the contrary contained herein, if either the Collateral Agent or the Co-Collateral Agent are unable or fail to complete flood insurance diligence to its reasonable satisfaction so as to permit the Company or any Subsidiary Guarantor to deliver a Mortgage as required by this Section 6.08(b), then so long as the Company or such Subsidiary Guarantor otherwise has complied with this Section 6.08(b), the Company or such Subsidiary Guarantor shall have no obligation hereunder to deliver such Mortgage (and no Event of Default shall be deemed to arise from the Company’s or such Subsidiary Guarantor’s failure to deliver such Mortgage) unless and until both the Collateral Agent and the Co-Collateral Agent completes such flood insurance diligence to their reasonable satisfaction (after which the Company or such Subsidiary Guarantor shall have a period of 30 additional days following written notification thereof to execute and deliver such Mortgage). If at any time while this Agreement is in effect Bank of America, N.A. ceases to be a Lender, then there shall no longer be a Co-Collateral Agent hereunder, and all consent or approval rights of Co-Collateral Agent contained in this Agreement (including, without limitation, in Section 6.05 and this Section 6.08(b)) shall be deemed to be satisfied by the consent or approval of the Collateral Agent; provided, however, that at any time thereafter, the Required Lenders may elect to designate and appoint a successor Co-Collateral Agent, which successor Co-Collateral Agent shall be (i) a Lender, (ii) a bank with an office in New York, New York, or an Affiliate of any such bank, 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 AgentCompany, in which event such successor Co-Collateral Agent shall become vested with all the rights, powers, privileges and duties of the Co-Collateral Agent hereunder.
(c) With respect to any new Subsidiary (other than a Foreign an Excluded Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), by the Borrower Company or any of its SubsidiariesRestricted Subsidiaries (other than by an Excluded Subsidiary), promptly within 45 days following the date of such creation or acquisition (or such longer period as the Collateral Agent shall reasonably agree), (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Collateral Agent deems necessary or advisable in order 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 Subsidiary which that is owned by the Borrower Company or any Subsidiary Guarantor (to the extent such Capital Stock is of its Subsidiariesa type that would constitute Collateral as described in the Guarantee and Collateral Agreement), (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock if any(to the extent such Capital Stock is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such SubsidiarySubsidiary Guarantor, as the case may be, be and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (subject, except in the case of the pledge of any Capital Stock of any Subsidiary, to Liens permitted by Section 7.03) in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new SubsidiarySubsidiary to the extent required by the Guarantee and Collateral Agreement, including, without limitation, the filing of Uniform Commercial Code financing statements and intellectual property security agreements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be and if reasonably requested by the Administrative Collateral Agent, and (iv) if requested by the Administrative Agentwith respect to any Subsidiary other than an Immaterial Subsidiary, deliver to the Administrative Collateral 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 The Co-Collateral Agent shall not have any duties or obligations except those expressly set forth in Section 6.05 and Section 6.08. Without limiting the generality of the foregoing, the Co-Collateral Agent is not subject to any new Foreign Subsidiary created fiduciary or acquired after the Closing Date by the Borrower other implied duties, nor has any duty or obligation to any Lender or participant or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement other Person as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit a result of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with undated stock powers, in blank, executed Co-Collateral Agent’s rights under Section 6.05 and delivered by a duly authorized officer of the 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 thereon, 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 AgentSection 6.08.
Appears in 1 contract
Sources: Credit Agreement (Harsco Corp)
Additional Collateral, etc. (a) With respect to In the event that, at any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b)time, (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the ratable benefit of the LendersSecured Parties, does not have a perfected LienLien in any property of any Loan Party constituting Collateral, such Co-Borrower shall or shall cause any other applicable Loan Party to, promptly (and in any event within three Business Days) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable in order to evidence that such Loan Party is a Grantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions 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 in such Property subject to Liens (except as expressly permitted by Section 6.3 7.3) security interest and perfected to the extent required by the Security and Pledge AgreementLien in such property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 new direct or indirect Material Domestic Subsidiary created or acquired after the Closing Date by any Loan Party (including any domestic Immaterial Subsidiary existing as of the Closing Date which becomes a Material Domestic Subsidiary after the Closing Date), such Co-Borrower shall or shall cause any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g))applicable Loan Party to, promptly (iand in any event within 10 Business Days) execute (A) cause such new Material Domestic Subsidiary to become a Subsidiary Borrower hereunder by executing and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, delivering (ii1) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 a completed Subsidiary Borrower Joinder Agreement substantially in connection with the form of Exhibit J and (2) such mortgage or deed of trust, joinders to each of the foregoing Notes (including any Formula-Based Revolving Loan Note, Non-Formula-Based Revolving Loan Note and Swingline Loan Note), in form and substance reasonably satisfactory to the Administrative Agent, as the Administrative Agent or any of the Lenders may request, (B) become a party to the Guarantee and Collateral Agreement as a Grantor thereunder by executing and delivering to the Administrative agent a completed Assumption Agreement, (C) 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 Secured Parties) a perfected first priority security interest and Lien in the Collateral described in the 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, (D) deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of such Material Domestic Subsidiary of the type described in Section 5.1(e), in form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iiiE) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions addressing such matters relating to such Material Domestic Subsidiary as the matters described aboveAdministrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Promptly following the receipt and approval of all requested resolutions, incumbency certificates, opinions of counsel, Subsidiary (Borrower Joinder Agreements, Assumption Agreements and other than a Foreign Subsidiary) created or acquired after Loan Documents and other documents and information of the Closing Date by type specified in Section 6.12(b), the Administrative Agent shall notify the Borrower or any and the Lenders in writing of its Subsidiariesthe effective date upon which the applicable Subsidiary of the Borrower shall constitute a “Subsidiary Borrower” for purposes under the Loan Documents, promptly whereupon each of the parties agrees that such Subsidiary Borrower otherwise shall be a “Co-Borrower” for all purposes under the Loan Documents; provided that, notwithstanding the foregoing, no such approval of a Subsidiary Borrower shall be effective (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agentif any Lender cannot legally lend to, establish credit for the benefit account of the Lendersand/or do any business whatsoever with such Subsidiary Borrower, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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 AgentLenders have not complied with all necessary “know your customer” or other similar identification verifications or information checks under all applicable Laws.
Appears in 1 contract
Sources: Credit Agreement (Violin Memory Inc)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (xv) any Property real property, (w) any property described in paragraph (b), (c) or (d) below and below, (yx) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (y) so long as the Term Loan Obligations Payment Date has not occurred, any Term Loan Priority Collateral as to which the Term Loan 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 (z) any property (other than Term Loan 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) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property subject property and (ii) take all actions necessary or reasonably advisable to Liens permitted by Section 6.3 and perfected grant to the extent Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in such property with the priority required by the Security and Pledge Intercreditor Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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[Reserved].
(c) With respect to any new Domestic Subsidiary (other than a Foreign any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the Borrower purposes of this paragraph (c), shall include any (1) 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) within forty-five (45) days after the creation or any acquisition of such new Domestic Subsidiary (or such later date as the Administrative Agent shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates (if any) representing such Capital Stock if anyStock, together with undated stock powersendorsements, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral 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 first priority security interest with the priority required by the Intercreditor Agreement in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent and (C) subject to the Intercreditor Agreement, to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C-2, 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 CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the Borrower purposes of this paragraph (d), shall include any existing Subsidiary that becomes a CFC Holding Company or any a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new CFC Holding Company or Foreign Subsidiary which that is owned by the Borrower or any of its Subsidiaries 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), (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates representing such pledged Capital Stock, if any, 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, relevant Loan Party and take such other action as may be the Administrative Agent deems necessary or, in the opinion of or reasonably advisable to perfect the Administrative Agent, desirable to perfect the Lien thereon, and ’s security interest therein.
(iiie) if requested by the Administrative Agent, deliver Notwithstanding anything to the Administrative Agent legal opinions relating to contrary in this Agreement or any other Loan Document, no Loan Document shall grant the matters described above, which opinions shall be Secured Parties a security interest in form and substance, and from counsel, reasonably satisfactory to the Administrative Agentany fee-owned or leased real property.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Wholly Owned Subsidiary thereof (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)below) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions 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 property (subject to Liens on assets other than Capital Stock permitted by under Section 6.3 7.3 and perfected as otherwise permitted to not be so granted according to the extent required by terms of the Security and Pledge AgreementCollateral Documents), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent and the delivery of certificates and transfer powers in respect of any newly formed or acquired Subsidiary.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g))Loan Party, promptly (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders Secured Parties with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate 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 ’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 trustMortgage, 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 domestic wholly owned first tier Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or (which, for the purposes of this paragraph (c), shall include any of its Subsidiariesexisting Subsidiary that becomes a wholly owned first tier Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement 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 the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesBorrower, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, 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 beBorrower, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement 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 Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative AgentAgent 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 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 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below below, and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(k) or 7.3(p)) that is required to become subject to a perfected lien in favor of the Administrative Agent, for the benefit of the Lenders, under the terms of the Guarantee and Collateral Agreement and as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 except as prohibited by documents permitted by Section 6.13 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 (subject to permitted exceptions under the Guarantee and Collateral Agreement) in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 5,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any such real estate property subject to a Lien expressly permitted by Section 6.3(g)7.3(k) or 7.3(p) and (y) real property located in a jurisdiction that imposes material real estate recording taxes), promptly within 60 days of acquisition of such real property, (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estateproperty, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as as, if available, a current ALTA survey thereof, together with a surveyor's certificate certificate, if available and (y) to the extent the same can be obtained by the exercise of commercially reasonable efforts, any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of trustMortgage, 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.
(c) With respect to any new Subsidiary (other than a an Excluded Foreign Subsidiary, Immaterial Subsidiary or Joint Venture Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the Borrower purposes of this paragraph (c), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary, Immaterial Subsidiary or any Joint Venture Subsidiary), within 30 days of its Subsidiariesformation or acquisition of such Subsidiary, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent deems reasonably 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 of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, 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 berelevant Loan Party, (iii) cause such new Subsidiary, if such Subsidiary is a Wholly Owned Subsidiary and is not an Excluded Foreign Subsidiary, (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement 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 Security Guarantee and Pledge Collateral Agreement (subject to the exceptions provided therein) with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative AgentAgent 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, (iv) comply with the requirements of Section 6.9(b) with respect to any fee interest in real property having a value (together with improvements thereof) of at least $5,000,000 owned by such new Subsidiary and (v) 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 first-tier Excluded Foreign Subsidiary (other than any Immaterial Subsidiary) created or acquired after the Closing Date by the Borrower or any of its SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 of such new Subsidiary which that is owned by the Borrower or any of its Subsidiaries 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 pledgedpledged and provided further that such grant shall not (A) be contrary to, or ineffective under, applicable law or (B) be otherwise unduly onerous to such Loan Party in relation to the benefits afforded to the Administrative Agent and the Lenders thereby as reasonably determined by the Administrative Agent), (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 Borrower or such Subsidiary, as the case may berelevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien thereonAdministrative 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.
(e) If the Battery Sale is not consummated by June 30, 2006, the assets that would otherwise have been subject to such sale shall become part of the Collateral in accordance with the requirements set forth in this Section 6.9.
Appears in 1 contract
Sources: Credit Agreement (Delphi Corp)
Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)below) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security and Pledge Agreement or such other documents as the Collateral Agent or the Administrative Agent reasonably deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 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 (if and to the extent the assets subject to the applicable Security Document can be perfected by the actions required, and to the extent required, by such Security Document) first priority security interest (subject to the Liens permitted hereunder) in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementproperty, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may reasonably be requested by the Administrative Agent or the Collateral Agent. Each of the Lenders hereby authorize each Administrative Agent and the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing.
(b) With respect to any Real Property (x) owned or acquired in fee interest in by any real estate Loan Party on the Closing Date having a fair market value (together with improvements thereof) of at least $500,000 acquired 1,000,000 (as reasonably determined by the Borrower) (each such Real Property, subject to the last sentence of this Section 7.08(b), an “Initial Mortgaged Property”), or (y) acquired, constructed or improved after the Closing Date having a fair market value (together with improvements thereof) of at least $1,000,000 (as reasonably determined by the Borrower Borrower) and owned in fee by any Loan Party (or owned by any of its Subsidiaries Restricted Subsidiary that becomes a Loan Party after the Closing Date) (other than any each such real estate Real Property, subject to a Lien expressly permitted by the last sentence of this Section 6.3(g)7.08(b), promptly being “Additional Real Property”), within 150 days after the Closing Date for each Initial Mortgaged Property (as such date may be extended from time to time by the Administrative Agent in its sole discretion) or in the case of any Additional Real Property, 90 days after the acquisition, construction or improvement thereof (or the creation or acquisition of any Subsidiary Guarantor which owns Additional Real Property, as applicable) (as may be extended by the Administrative Agent in its reasonable discretion) (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real estateinterest in Real Property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 along with a surveyor's certificate and corresponding UCC fixture filing for filing in the applicable jurisdiction (y) any consents or estoppels reasonably deemed necessary or advisable by if the Administrative Agent Mortgage does not constitute a UCC fixture filing in connection with such mortgage or deed of trustjurisdiction), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, as may be necessary to create a valid, perfected and subsisting Lien, subject to Liens permitted hereunder, against such Real Property, (iiiii) provide the Lenders as addressee, for their benefit or as insured (as the case may be), with title policies, extended coverage and insurance, ALTA surveys, such affidavits, certificates, instruments of indemnification, legal opinions, (iii)(a) a “Life‑of‑Loan” Federal Emergency Management Agency Standard Flood Hazard Determination indicating whether the Mortgaged Property is in a “special flood hazard area” and (b) if such Mortgaged 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 is not available and (B) evidence of receipt by the applicable Loan Party of such notice, and (C) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such Mortgaged Property is located, evidence of flood insurance in accordance with Section 7.05(c) hereof, and (iv) such other information, documentation (including, but not limited to, appraisals, available environmental reports, and to the extent applicable, using commercially reasonable efforts, subordination agreements) and certifications, in each case, as may be reasonably requested by the Administrative Agent or the Collateral Agent). In connection with the foregoing requirements, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions it is understood and agreed that all Initial Mortgaged Properties shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agentowned by one or more Loan Parties.
(c) With (x) with respect to any Subsidiary Guarantor acquired in connection with the Specified Acquisition, on the Delayed Draw Funding Date and (y) with respect to any new Subsidiary (other than a Foreign Subsidiary) Guarantor created or acquired after the Closing Date (or any Restricted Subsidiary that becomes a Subsidiary Guarantor after the Closing Date), promptly, and in any event within 30 days of such creation or acquisition (or, in the case of any Restricted Subsidiary that becomes a Subsidiary Guarantor, the date that such Restricted Subsidiary becomes a Subsidiary Guarantor) (as such date may be extended from time to time by the Borrower or any of Administrative Agent in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to this Agreement and the Security and Pledge Agreement as the Administrative Agent or the Collateral Agent deems reasonably necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to the Liens permitted hereunder) in the Capital Stock of such new Subsidiary which Guarantor that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Administrative 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 Authorized Officer of the Borrower or such Subsidiary, as the case may be, relevant Loan Party and (iii) cause such new Subsidiary Guarantor (Aa) to execute and deliver to the Administrative Agent and the Collateral Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Collateral Agent to become a party Subsidiary Guarantor and (y) a joinder agreement to the Subsidiary Guarantee and Security Agreement, substantially in the Security and Pledge Agreement and form annexed thereto, (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 (if and to the extent the assets subject to the applicable Security Document can be perfected by the actions required, and to the extent required, by such Security Document) first priority security interest (subject to the Liens permitted hereunder) in the Collateral described in the Security and Pledge Agreement with respect to such new SubsidiarySubsidiary Guarantor, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may reasonably be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agent, Agent or the Collateral Agent and (ivc) if requested by the Administrative Agent, to deliver to the Administrative Agent and the Collateral Agent (i) a certificate of such Subsidiary Guarantor, substantially in the form of the certificate provided by the Loan Parties on the Closing Date pursuant to Section 6.01(i), with appropriate insertions and attachments and (ii) if reasonably requested by the Collateral Agent, a legal opinions relating opinion from counsel to the matters described above, which opinions shall be such new Subsidiary Guarantor in form and substance, and from counsel, substance reasonably satisfactory to the Collateral Agent. Each of the Lenders hereby authorize each Administrative AgentAgent and the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing. Each of the Lenders hereby authorize each Administrative Agent and the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing.
(d) With (x) with respect to any new Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary that is owned directly by a Loan Party and acquired in connection with the Specified Acquisition, on the Delayed Draw Funding Date and (y) with respect to any new Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary that is owned directly by a Loan Party created or acquired after the Closing Date by the Borrower or any of its SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security and Pledge Agreement as the Administrative Agent or Collateral Agent reasonably deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in (subject to the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that Liens permitted hereunder) in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required described in clause (i) of the definition of Excluded Foreign Subsidiary that is owned directly by a Loan Party and 100% of the total outstanding non‑voting Capital Stock of such Excluded Foreign Subsidiary in each case, to be so pledged)the extent owned by one or more Loan Parties, and (ii) deliver to the Administrative Collateral Agent the certificates (if any) representing such Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the relevant Loan Party. Notwithstanding anything to the contrary in the foregoing clauses (c) and (d), the Borrower or may notify the Administrative Agent at any time that the Borrower desires to join an Excluded Foreign Subsidiary as a Subsidiary Guarantor under this Agreement and the other Loan Documents, and, in any such Subsidiarycase, as reasonably agreed by the case may beAdministrative Agent and the Borrower, cause such Excluded Foreign Subsidiary to (i) become a Subsidiary Guarantor by executing and take delivering to the Collateral Agent a Guarantor Joinder Agreement along with such other action documentation as may be necessary orthe Collateral Agent deems reasonably appropriate for effecting such joinder, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ in the opinion favor of the Administrative Agent, desirable Collateral Agent for the ratable benefit of the Secured Parties on the assets and other personal property of such Excluded Foreign Subsidiary of the same type that constitute Collateral for purposes of the Security Documents (other than with respect to perfect any Excluded Assets of such Excluded Foreign Subsidiary but without giving effect to any provision of the Lien thereon, definition of Excluded Assets that would otherwise result in such Excluded Foreign Subsidiary (and its tangible and intangible personal property) constituting an Excluded Asset) and (iii) if enter into any such amendments, modifications, or other changes to this Agreement and any other Loan Document reasonably requested by the Collateral Agent in its reasonable discretion in order to address any matters in connection with, or related to, such Excluded Foreign Subsidiary becoming a Subsidiary Guarantor under the Loan Documents. Each of the Lenders hereby authorize the Administrative AgentAgent and the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing.
(e) (x) with respect to any Non-Guarantor Subsidiary acquired by a Loan Party in connection with the Specified Acquisition (but excluding any Unrestricted Subsidiary, any Excluded Foreign Subsidiary and any Subsidiary which would be a Subsidiary Guarantor but for clause (vi) in the definition thereof 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 (other than Holdings or any of its Restricted Subsidiaries) party thereto which consent has not been obtained), on the Delayed Draw Funding Date and (y) with respect to any new Non‑Guarantor Subsidiary created or acquired after the Closing Date by any Loan Party (but excluding any Unrestricted Subsidiary, any Excluded Foreign Subsidiary and any Subsidiary which would be a Subsidiary Guarantor but for clause (vi) in the definition thereof 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 (other than Holdings or any of its Restricted Subsidiaries) party thereto which consent has not been obtained), promptly (i) execute and deliver to the Administrative Agent legal opinions relating and the Collateral Agent such amendments to this Agreement and the Security Agreement as the Collateral Agent or the Administrative Agent deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to the Liens permitted hereunder) in the Capital Stock of such Non‑Guarantor Subsidiary that is owned by any Loan Party and (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. Notwithstanding anything to the contrary in the foregoing clauses (c) and (d), the Borrower may notify the Administrative Agent at any time that the Borrower desires to join a Non-Guarantor Subsidiary (other than any Unrestricted Subsidiary) as a Subsidiary Guarantor under this Agreement and the other Loan Documents, and, in any such case, as reasonably agreed by the Administrative Agent and the Borrower, cause such Non-Guarantor Subsidiary to (i) become a Subsidiary Guarantor by executing and delivering to the Collateral Agent a Guarantor Joinder Agreement along with such other documentation as the Collateral Agent deems reasonably appropriate for effecting such joinder, (ii) ▇▇▇▇▇ ▇ ▇▇▇▇ in favor of the Collateral Agent for the ratable benefit of the Secured Parties on the assets and other personal property of such Non-Guarantor Subsidiary of the same type that constitute Collateral for purposes of the Security Documents (other than with respect to any Excluded Assets of such Non-Guarantor Subsidiary but without giving effect to any provision of the definition of Excluded Assets that would otherwise result in such Non-Guarantor Subsidiary (and its tangible and intangible personal property) constituting an Excluded Asset) and (iii) enter into any such amendments, modifications, or other changes to this Agreement and any other Loan Document reasonably requested by the Collateral Agent in its reasonable discretion in order to address any matters described abovein connection with, which opinions or related to, such Excluded Foreign Subsidiary becoming a Subsidiary Guarantor under the Loan Documents. Each of the Lenders hereby authorize the Administrative Agent and the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the other Loan Documents solely to implement the foregoing.
(f) Notwithstanding anything herein or in any other Loan Document to the contrary, (i) in no event shall any Loan Party be required to obtain control agreements or similar arrangements with respect to deposit or securities accounts and (ii) no actions (including, for the avoidance of doubt, filings and recordations) in any non-U.S. jurisdiction (including, for the avoidance of doubt, with respect to any Intellectual Property registered, patented or applied for in any non-U.S. jurisdiction) shall be required in form and substanceorder to create any security interests in assets located or titled outside of the U.S. or to perfect any security interests (it being understood that there shall be no security agreements or pledge agreements (including, and from counselfor the avoidance of doubt, reasonably satisfactory with respect to any Intellectual Property registered, patented or applied for in any non-U.S. jurisdiction) governed under the Administrative Agentlaws of any non-U.S. jurisdiction).
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Infrastructure & Energy Alternatives, Inc.)
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 the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (bLoan Party, including without limitation pursuant to Section 7.02(h), and any property that ceases to be Excluded Property (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) 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 (i) execute and deliver to the Administrative Agent such amendments or addendums to the Security and Pledge Agreement Documents or such other documents as the Administrative Agent reasonably deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 property (subject only to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreementapplicable Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date certificate delivered by the Borrower or any pursuant to Section 6.02 (f)(v)(B) (setting forth the percentage of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)total value of the proved developed reserves and the proved undeveloped reserves, respectively, that are Mortgaged Properties), promptly (i) execute 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 deliver a first priority Mortgage 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 favor 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 LendersSecured Parties, covering 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 real estatethat after giving effect thereto, (ii) if requested by the Administrative Agent, provide proved reserves attributable to the Lenders with (x) title and extended coverage insurance covering such real estate in an amount Mortgaged Properties will represent at least equal to the purchase price 80% of each such real estate (or such total value, including without limitation executing Mortgages and other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereofapplicable Security Documents, 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 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 (iii) if other information relating to the newly mortgaged Oil and Gas Properties as shall be 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 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 including without limitation pursuant to Section 7.02(h), (which, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Immaterial Foreign Subsidiary or an Excluded Foreign Subsidiary), by the Borrower or any of its SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent such amendments or addendums to the Security and Pledge Agreement 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 Equity Interests of such new Subsidiary which that is owned by the Borrower or any of its Subsidiariessuch Loan Party (subject only to applicable Permitted Liens), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock if anyEquity Interests, together with undated stock powerspowers or share transfer forms, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may beapplicable Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee Guaranty and the Security and Pledge Agreement Documents and (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 and Pledge Agreement Documents with respect to such new SubsidiarySubsidiary (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 and Pledge Agreement Documents or by law or as may be reasonably 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, in each case within a reasonable time following the applicable requests of the Administrative Agent and receipt of applicable documents, if any.
(d) With respect to (i) any new Excluded Foreign Subsidiary (other than an 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 Borrower or any of its SubsidiariesClosing 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 (iA) execute and deliver to the Administrative Agent such amendments or addendums to the Security and Pledge 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 which that is owned by the Borrower or any of its Subsidiaries applicable Loan Party, (provided that in no event shall more than 6566% of the total outstanding 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 Stock, if anyEquity Interests, together with undated stock powerspowers or share transfer forms, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may beapplicable 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 (iiiC) 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 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 in 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. If the New 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) 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 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 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 by the Security Documents or by law or as may be reasonably requested by 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.
Appears in 1 contract
Sources: Credit Agreement (Helix Energy Solutions Group Inc)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and below, (y) any Property subject to a Lien expressly permitted by Section 6.3(g)7.3(g) and (z) Receivables Facility Assets) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having which, together with any related parcel of real estate not yet subject to a Mortgage, has a value (together with determined inclusive of any improvements thereof) of at least $500,000 5,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g7.3(g)), promptly (i) execute and deliver a first priority Mortgage mortgage or deed of trust (subject only to Liens permitted by Section 7.3) in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, in form and substance reasonably satisfactory to the Administrative Agent, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 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 Subsidiary (other than a Foreign Subsidiary) 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.matters
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by the Borrower any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of its Subsidiaries the Loan Documents) (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 6.3(gclauses (6)(A), (8), (9), (12), (16), (26), (29), (35) 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) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 120 days (or such longer period as the Administrative Agent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement or such other 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 United States property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementPermitted Liens) in such property, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) With Subject to the last sentence of this paragraph, with respect to any fee interest in any real estate having 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 value (together with improvements thereofLoan Party pursuant to the terms of the Loan Documents) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g)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), promptly 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 first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such interest in real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) a Title Policy as well as a current ALTA survey thereofthereof (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 ’s certificate and (y) any consents or estoppels in form reasonably deemed necessary or advisable by acceptable to the Administrative Agent in connection Agent; provided that with such mortgage or deed of trust, each of respect to the foregoing in form and substance reasonably satisfactory 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 matters described aboveenforceability, 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 (other than a Foreign Subsidiary) Guarantor created or acquired after the Closing Date by any Group Member (which, for the Borrower 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 its Subsidiaries, promptly such creation or acquisition or election (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security and Pledge Agreement or other Security 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 which Guarantor that is owned by the Borrower or any of its SubsidiariesGroup 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 Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new Subsidiary Guarantor (Aa) 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 party Subsidiary Guarantor, (y) a joinder agreement to the Subsidiary Guarantee and Security Agreement, substantially in the Security and Pledge Agreement and form annexed thereto, (Bb) 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 and Pledge Agreement with respect to such new SubsidiarySubsidiary Guarantor, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security and Pledge 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 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 Immaterial Subsidiary), created or acquired after the Closing Date by any Loan Party, within 120 days (or such longer period as the Borrower Administrative Agent shall reasonably agree) after the date of such creation or any of its Subsidiaries, promptly 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 Pledge 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 in order 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 which that is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged)Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, Stock (if any), 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, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien thereon, relevant Group Member and (iii) if requested by the Administrative Agent, cause such new Subsidiary Guarantor to deliver to the Administrative Agent legal opinions relating to the matters described abovea certificate of such Subsidiary Guarantor, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory acceptable to the Administrative Agent, with appropriate insertions and attachments.
(f) Notwithstanding anything to the contrary in this Agreement (i) no actions in any jurisdiction outside the United States shall be required in order to create any security interests in assets located or titled outside of the 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 (other than Real Property) acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) Loan Party as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected LienLien and security interest, promptly (i) execute and deliver to the Administrative Agent such Security Documents or amendments to the Security and Pledge Agreement or such other documents 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and Property, (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority Lien and security interest in such Property (subject only to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementPermitted Liens), including without limitationthe execution and delivery by all necessary third parties of any Deposit Account Control Agreements and Mortgages, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Documents or by law, the filing of any Mortgages in appropriate filing offices and Pledge Agreement or the making of any other filings required by law or as may be reasonably requested by the Administrative Agent and (iii) deliver to the Administrative Agent such legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding as the Administrative Agent may reasonably request, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that unless a Property is acquired for a purchase price or other consideration in excess of $250,000, Borrower shall not be required to take the actions specified in this Section 5.10(a) prior to the end of the fiscal quarter in which the acquisition occurs, or if earlier, the date at which the cumulative amount of purchase price or other consideration for all Property acquired in such quarter equals or exceeds $250,000, at which time all Property theretofore acquired and not previously made subject to a Lien in favor of the Administrative Agent shall be made so subject.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 Real Property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)property acquired for an aggregate consideration valued at less than $100,000), promptly (i) execute and deliver a first priority Mortgage (subject only to Permitted Liens) in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty and designating thereon the appropriate recording office, (ii) if requested by the Administrative Agent, provide the Lenders Administrative Agent with (xA) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA or ALTAX survey thereof, together with a surveyor's certificate and ’s certificate, (yB) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iiiC) 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 (other than a Foreign Subsidiary) created or acquired by any Loan Party or otherwise becoming a Subsidiary after the Closing Date by the Borrower Date, concurrently with such creation, acquisition or any of its Subsidiariesbecoming a Subsidiary, promptly (i) execute and deliver to the Administrative Agent such Security Documents or amendments to the Security and Pledge Agreement 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 Lien and security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Administrative Agent (A) the certificates (if any) representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or Loan Party owning such Subsidiary, as Capital Stock and (B) in the case may beof a Subsidiary whose Capital Stock is a security that is not evidenced by certificates, an Instructions Agreement, substantially in the form of Annex A to the Guarantee and Security Agreement, duly executed by such Subsidiary and each Loan Party owning such Capital Stock, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security Agreement and Pledge Agreement any other applicable Security Documents (including Mortgages and Deposit Account Control Agreements) and (B) to take such other actions as are necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority Lien and security interest in the Collateral described in the Guarantee and Security and Pledge Agreement with respect to such new Subsidiary and, pursuant to Mortgages and Deposit Account Control Agreements, all bank accounts owned by such Subsidiary, includingsubject in each case only to Permitted Liens, without limitationincluding the execution and delivery by all necessary third parties of any Deposit Account Control Agreements and Mortgages, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Security and Pledge Agreement or by law, the filing of any Mortgages in appropriate filing offices and the making of any other filings required 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 (including Title 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 Notwithstanding anything to the contrary in this Section 5.10, paragraphs (a), (b) and (c) of this Section 5.10 shall not apply to any Property or new Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its SubsidiariesDate, promptly (i) execute and deliver as applicable, as to which the Administrative Agent such amendments has determined in its sole discretion that the collateral value thereof is insufficient to justify the Security and Pledge Agreement as the Administrative Agent deems necessary difficulty, time or advisable in order to grant to the Administrative Agent, for the benefit expense of the Lenders, obtaining a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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 Agenttherein.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by the Borrower any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of its Subsidiaries the Loan Documents) (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 6.3(gclauses (6)(A), (8), (9), (12), (16), (26), (29), (35) 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) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 90 days (or such longer period as the Administrative Agent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement or such other 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge AgreementPermitted Liens) in such property, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) With Subject to the last sentence of this paragraph, with respect to any fee interest in any real estate having 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 value (together with improvements thereofLoan Party pursuant to the terms of the Loan Documents) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g)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), promptly 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 first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such interest in real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) a Title Policy as well as a current ALTA survey thereofthereof (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 ’s certificate and (y) any consents or estoppels in form reasonably deemed necessary or advisable by acceptable to the Administrative Agent in connection Agent; provided that with such mortgage or deed of trust, each of respect to the foregoing in form and substance reasonably satisfactory 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 matters described aboveenforceability, 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 (other than a Foreign Subsidiary) Guarantor created or acquired after the Closing Date by any Group Member (which, for the Borrower purposes of this Section 5.9(c), shall include any existing Group Member that ceases to be an Excluded Domestic Subsidiary or any a Non-Guarantor Subsidiary), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of its Subsidiaries, promptly such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security and Pledge Agreement or other Security 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 which Guarantor that is owned by the Borrower or any of its SubsidiariesGroup 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 Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new Subsidiary Guarantor (Aa) 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 party Subsidiary Guarantor, (y) a joinder agreement to the Subsidiary Guarantee and Security Agreement, substantially in the Security and Pledge Agreement and form annexed thereto, (Bb) 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 and Pledge Agreement with respect to such new SubsidiarySubsidiary Guarantor, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security and Pledge 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 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 Immaterial Subsidiary), created or acquired after the Closing Date by any Loan Party, within 90 days (or such longer period as the Borrower Administrative Agent shall reasonably agree) after the date of such creation or any of its Subsidiaries, promptly 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 Pledge Agreement substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably 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 (subject to Permitted Priority Liens) in the Capital Stock of such new CFC Holdco or Foreign Subsidiary which that is a CFC that is directly owned by the Borrower or any of its Subsidiaries such Loan Party (provided that in no event shall more than 65% of the total outstanding Capital Voting Stock of any such new 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, if any, 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 berelevant Group Member, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien thereonAdministrative Agent’s security interest therein, 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 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 stamp, 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 Administrative Agent may determine.
(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 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 as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest (subject to Permitted Priority Liens) in the Capital Stock of such Non-Guarantor Subsidiary that is owned by any Loan Party, (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 new Subsidiary Guarantor 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.
(f) Notwithstanding anything to the contrary in this Agreement (i) no actions in any jurisdiction outside the United States shall be required in order to create any security interests in assets located or titled outside of the 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 respect to any Property property having a value of at least $5,000,000 acquired after the Closing Restatement Date by the Borrower or any of its Subsidiaries Group Member (other than (x1) Excluded Property, (2) any Property property described in paragraph (b), (c) or (d) below and below, (y3) any Property property subject to a Lien expressly permitted by Section 6.3(g)7.3(m) and (4) property acquired by any Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected LienLien (except to the extent such property is not required to be subject to a perfected Lien under the terms of the Security Documents due to an explicit exception or applicable threshold amount thereunder), the Borrower shall notify Administrative Agent within the time period specified by the Security Documents or, if no such time period is specified, the Borrower shall promptly notify the Administrative Agent and the Lenders thereof and, if requested by the Administrative Agent (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 except as prohibited by documents permitted by Section 6.13 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 property (subject to Liens any Lien permitted by pursuant to Section 6.3 and perfected to the extent required by the Security and Pledge Agreement7.3), including without limitation, the filing of appropriate Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 5,000,000 acquired after the Closing Restatement Date by the Borrower or any of its Subsidiaries Group Member (other than (x) any such real estate property subject to a Lien expressly permitted by Section 6.3(g)7.3(m) or (p) and (y) Excluded Property), promptly (i) execute and deliver a first priority Mortgage (subject to any Lien permitted pursuant to Section 7.3), in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders Secured Parties with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate 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 ’s certificate 509265-1496-1626614997-Active.24788754.1135668272.3 and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and Agent, (iii) if requested deliver notice about special flood hazard area status and flood disaster assistance duly executed by the Administrative AgentBorrower and each Group Member relating thereto, deliver together with evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the Administrative Agent legal opinions relating to National Flood Insurance Program, in each case in compliance with any applicable regulations of the matters described aboveBoard of Governors of the Federal Reserve System, which opinions shall be in form form, substance and substance, and from counsel, amount reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than a Foreign Subsidiary) 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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. Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Loan Party after the Restatement Date until the date that is 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) completed “Life of Loan” Federal Emergency Management Agency standard flood hazard determination(s) with respect to the Mortgaged Property and related documents with respect to the Mortgaged Property reasonably requested by any Lender; (ii) if such real property is located in a “special flood hazard area”, a notification to the Borrower and, if applicable, other Loan Party of that fact and notification to the Borrower and, if applicable, other Loan Party stating whether flood insurance coverage is available, and evidence that the Borrower or, if applicable, other Loan Party to which a notice was sent, has signed and returned the notice; and (iii) if such notice is required to be provided to the Borrower or any other Loan Party and flood insurance is available in the community in which such real property is located, a copy of the policy, or declaration evidencing such required flood insurance in an amount and with terms required by the Flood Insurance Laws.
(dc) With respect to any new Material Subsidiary (other than a Foreign Subsidiary or CFC Domestic Subsidiary) created or acquired after the Closing Restatement Date by the Borrower or any of its SubsidiariesGroup Member, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement as the Administrative Agent deems reasonably 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 of such new Material Subsidiary which that is owned by any Group Member (subject only to non-consensual Liens arising by operation of law), (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 Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Collateral 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 Guarantee and Collateral Agreement with respect to such new Material Subsidiary (subject only to Liens permitted under Section 7.3), including the filing of appropriate 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 Material Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, (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 and (v) if such Material Subsidiary owns any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 and which is not Excluded Property, then Borrower shall comply with Section 6.10(b).
(d) With respect to any new Foreign Subsidiary that is a Material Subsidiary created or acquired after the Restatement Date by any Group Member (other than by any Group Member that is a Foreign Subsidiary), and to the extent relevant and legally permissible to do so, promptly (i) execute and 509265-1496-1626614997-Active.24788754.1135668272.3 deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of its Subsidiaries the Lenders, a perfected first priority security interest (subject only to non-consensual Liens arising by operation of law) in the Capital Stock of such new Subsidiary that is owned by any such 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), (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 Borrower or such Subsidiary, as the case may berelevant Group Member, and take such other action as may be reasonably necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien thereonAdministrative Agent’s security interest therein, 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.
Appears in 1 contract
Sources: Credit Agreement (Allscripts Healthcare Solutions, Inc.)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (xw) any Property property described in paragraph (b), (c) or (d) below and below, (yx) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (y) so long as the Term Loan Obligations Payment Date has not occurred, any Term Loan Priority Collateral as to which the Term Loan 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 (z) any property (other than Term Loan 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) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property subject property and (ii) take all actions necessary or reasonably advisable to Liens permitted by Section 6.3 and perfected grant to the extent Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in such property with the priority required by the Security and Pledge Intercreditor Agreement, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 10,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (including a Person that owns such real property and becomes a Loan Party pursuant to this Section 6.10) (other than (i) any such real estate property subject to a Lien expressly permitted by Section 6.3(g)7.3(g) and (ii) any real property as to which the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan 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), promptly within sixty (i60) days after the acquisition thereof (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its sole discretion) execute and deliver a first priority to the Administrative Agent the documents and instruments required under Section 5.1(k) (including any legal opinions as the Administrative Agent may reasonably request). Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in favor respect of any real property acquired by any Loan Party after the Second Amendment Effective 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”, twenty (20) days, after the Administrative Agent, for Agent has delivered to the benefit Lenders the following documents in respect of the Lenders, covering such real estate, property: (i) a completed flood hazard determination from a third party vendor; (ii) if requested 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 Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price applicable Loan Parties 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 notice; and (iii) if requested required by the Administrative AgentFlood Laws, 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 Agentevidence of required flood insurance.
(c) With respect to any new Domestic Subsidiary (other than any Immaterial Subsidiary, any CFC Holding Company or any Subsidiary of a Foreign SubsidiarySubsidiary or of a CFC Holding Company) created or acquired after the Closing Date by any Loan Party (which, for the Borrower purposes of this paragraph (c), shall include (1) any existing Subsidiary (other than an Immaterial 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 (2) any existing Subsidiary that ceases to be an Immaterial Subsidiary (and that is not a CFC Holding Company)), within thirty (30) days after the creation or acquisition of such new Domestic Subsidiary (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, together with undated stock powersendorsements, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and Collateral 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 first priority security interest with the priority required by the Intercreditor Agreement in the Collateral described in the Security Guarantee and Pledge Collateral Agreement with respect to such new Subsidiary, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative AgentAgent and (C) subject to the Intercreditor Agreement, 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 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 Borrower purposes of this paragraph (d), shall include any existing Subsidiary that becomes a CFC Holding Company or any a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent (or, so long as the Term Loan Obligations Payment Date has not occurred, the Term Loan Representative) shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new CFC Holding Company or Foreign Subsidiary which that is owned by the Borrower or any of its Subsidiaries 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), (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates representing such pledged Capital Stock, if any, 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, relevant Loan Party and take such other action as may be the Administrative Agent deems necessary or, in the opinion of or reasonably advisable to perfect the Administrative Agent’s security interest therein; provided, desirable that such Loan Party shall be required to perfect the Lien thereon, provide a local law pledge agreement with respect to such Capital Stock (and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal local law opinions relating to the matters described abovesuch 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.
Appears in 1 contract
Additional Collateral, etc.
(a) With respect to any Property property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below below, and (y) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable in order 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 except as prohibited by documents permitted by Section 6.13 property and (ii) 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 LendersSecured Parties, a perfected first priority security interest in such Property subject to Liens (except as expressly permitted by Section 6.3 7.3) security interest and perfected Lien under the laws of the applicable United States jurisdiction (and the laws of any foreign country which govern or apply to the extent required any material Collateral, or to assets of any Guarantor that is a Foreign Subsidiary as reasonably determined and requested by the Security and Pledge AgreementAdministrative Agent) in such property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent; provided that no action shall be required hereunder under the laws of any jurisdiction outside the United States other than the laws of any foreign country which govern or apply to any material Collateral or assets of a Guarantor that is a Foreign Subsidiary, as reasonably determined and requested by the Administrative Agent (unless reasonably agreed from time to time between Borrower and the Administrative Agent).
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 1,500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(g)), promptly promptly, to the extent requested by the Administrative Agent, (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate 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 any applicable surveyor's certificate ’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 trustMortgage, 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 (c3) With respect Business Days prior to any new Subsidiary (other than the date on which a Foreign Subsidiary) created or acquired after Mortgage is executed and delivered pursuant to this Section 6.12, in order to comply with the Closing Date by the Borrower or any of its SubsidiariesFlood Laws, promptly (i) execute and deliver to the Administrative Agent such amendments to shall have received the Security and Pledge Agreement as following documents (collectively, 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary “Flood Documents”): (A) to become a party to the Subsidiary Guarantee and the Security and Pledge Agreement and completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) to take such actions necessary or advisable to grant if the improvement(s) to the Administrative Agent for applicable improved real property is located in a special flood hazard area, a notification to the benefit 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 Lenders a perfected first priority security interest in the Collateral described in the Security and Pledge Agreement with respect to such new SubsidiaryLoan Party Notice (e.g., includingcountersigned Loan Party Notice, without limitationreturn receipt of certified U.S. Mail, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may be requested by the Administrative Agentovernight delivery), and (ivD) if requested by the Administrative AgentLoan Party Notice is required to be given and flood insurance is available in the community in which the property is located, deliver to a copy of one of the Administrative Agent legal opinions relating to following: the matters described aboveflood insurance policy, which opinions shall be in form and substancethe applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, and from counsela declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent.
Agent (d) With respect to any new Foreign Subsidiary 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 Security and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit foregoing being “Evidence of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledgedFlood Insurance”), (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 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 thereon, 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.
Appears in 1 contract
Sources: Credit Agreement (Enfusion, Inc.)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (xi) any Property property described in paragraph (b), (c) or (d) below and below, (yii) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g), and (iii) Inventory and Vehicles (each as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property (subject to Liens permitted by Section 6.3 and perfected to the extent required by the Security and Pledge Agreement7.3) in such property, including without limitation, the filing of Uniform Commercial Code financing statements (or other documents such as Patent and Trademark Office filings) in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate property having a value (together with improvements thereof) of at least $500,000 10,000,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g7.3(g)), promptly (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as, if reasonably requested by the Administrative Agent as a result of the absence of a legal description of such real property not reasonably acceptable to the Administrative Agent, a current ALTA survey or boundary survey, as requested, 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 trustMortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if such real property is not located in a State where any Mortgaged Property is located (or if the laws of such State governing security interests in real property have been modified since the Mortgage of the Mortgaged Property located in such State was filed) and 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.
(i) With respect to any new material Subsidiary (other than an Excluded Foreign Subsidiary or a Subsidiary of Mrs. Cubbison's) created or acqui▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇losing Date by any Group Member or any Subsidiary which after the Closing Date becomes a material Subsidiary (other than an Excluded Foreign Subsidiary or a Subsidiary of Mrs. Cubbison's), promptly (A) ex▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇er 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 material Subsidiary that is owned by any Loan Party, (B) 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, (C) cause such new material Subsidiary (I) to become a party to the Guarantee and Collateral Agreement, (II) 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 (subject to Liens permitted by Section 7.3) with respect to such new material 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 (III) to deliver to the Administrative Agent a certificate of such new material Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (D) 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.
(cii) With respect to Section 6.11(c)(i), Holdings may determine in its reasonable discretion whether a Subsidiary is material, so long as, at all times, Group Members which in the aggregate (i) generate at least 90% of Consolidated EBITDA (excluding any Consolidated EBITDA contributed by Mrs. Cubbison's, each Excluded Fo▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇y and each of their respective Subsidiaries) and (ii) have assets representing at least 90% of the consolidated total assets (excluding any assets held by Mrs. Cubbison's, each Excluded Fo▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇y and each of their respective Subsidiaries) of Holdings and its Subsidiaries, determined on a consolidated basis in accordance with GAAP, shall be Loan Parties.
(d) With respect to any new material Excluded Foreign Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its SubsidiariesGroup 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 Pledge 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 of such new Subsidiary which that is owned by any such Group Member (provided that in no event shall more than 66% of the Borrower or total outstanding voting Capital Stock of any of its Subsidiariessuch new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock if anyStock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Group Member, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions other action as may be required by necessary or, in the Security and Pledge Agreement or by law or as may be requested by opinion of the Administrative Agent, desirable to perfect the Administrative Agent's security interest therein, and (iviii) 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.
Agent (d) With respect to it being understood that, except in the case of any new material Excluded Foreign Subsidiary created or acquired after with a significant value in relation to the Closing Date by the Borrower or any consolidated total assets of Holdings and its Subsidiaries, promptly (i) execute and deliver Subsidiaries as to which the Administrative Agent has reasonably requested that additional actions be taken or instruments delivered to perfect such amendments to security interest, the Security and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit perfection of the Lenders, a perfected first priority security interest in pledge of the Capital Stock of such each new material Excluded Foreign Subsidiary which is owned by will be limited to delivery of certificates, if any, representing the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 Borrower or such Subsidiaryrelevant Group Member, 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 thereon, and (iii) if requested by the Administrative Agent, deliver appropriate amendments to the Guarantee and Collateral Agreement and filings under the Uniform Commercial Code).
(e) The Administrative Agent legal opinions relating to may in its sole discretion waive the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.requirements of Sections 6.12
(a) through 6.12
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (xA) any Property property described in paragraph (b), ) or (c) or below, (d) below and (yB) any Property property subject to a Lien expressly permitted by Section 6.3(g7.3(g), (C) so long as the Term Loan Obligations Payment Date has not occurred, any Term Loan Priority Collateral as to which the Term Loan 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 (D) any property that is Excluded Property (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 (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Property subject property and (ii) take all actions necessary or reasonably advisable to Liens permitted by Section 6.3 and perfected grant to the extent Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in any such property (with the priority required by the Security and Pledge Intercreditor Agreement), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Pledge Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real estate having a value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real estate, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount 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 CFC Holding Company or Foreign Subsidiary (other than a Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the Borrower purposes of this paragraph (d), shall include any existing Subsidiary that becomes a CFC Holding Company or any a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative Agent shall agree to in its Subsidiaries, promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge 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 first priority security interest with the priority required by the Intercreditor Agreement in the Capital Stock of such new CFC Holding Company or Foreign Subsidiary which that is owned by any such Loan Party (provided that in no event shall more than 65% of the Borrower total outstanding voting Capital Stock of any such CFC Holding Company or any of its SubsidiariesForeign Subsidiary be required to be so pledged), (ii) subject to the Intercreditor Agreement, deliver to the Administrative Agent the certificates representing such pledged Capital Stock if anyStock, 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 Subsidiary (A) to become a party to the Subsidiary Guarantee relevant Loan Party and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 new Foreign Subsidiary 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 Security and Pledge Agreement other action as the Administrative Agent deems necessary or reasonably advisable in order to grant to perfect the Administrative Agent, for the benefit of the Lenders, a perfected first priority ’s security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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 Agenttherein.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any personal Property acquired acquired, created or developed (including the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (other than (x) any Property described in paragraph (bExcluded Assets), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (ix) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement (including schedules thereto) 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 LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 and (iiy) 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 subject to Liens permitted by Section 6.3 and perfected to the extent required by under the Security Guarantee and Pledge Collateral Agreement, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such United States jurisdictions as may be required by the Security Guarantee and Pledge Agreement or by law or as may be requested by the Administrative AgentCollateral Agreement.
(b) With respect to any fee interest in any real estate having a value property (together with improvements thereofother than Excluded Assets) of at least $500,000 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 Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly Administrative Agent shall agree (i) execute and deliver a first priority Mortgage (subject to Permitted Liens), in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by provide the Administrative Agent, provide Agent for the Lenders benefit of the Secured Parties with (x) title and extended (to the extent available without surveys) coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate (or such other amount property as shall be well as, if available and reasonably specified requested by the Administrative Agent) as well as , a current ALTA survey thereof, together with a surveyor's ’s certificate (in form and (y) any consents or estoppels substance reasonably deemed necessary or advisable by satisfactory to the Administrative Agent in connection with such mortgage or deed of trustAgent), each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and Agent, (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to of local counsel and counsel in the matters described abovejurisdiction 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 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 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 (other than that would constitute a Foreign Subsidiary) Subsidiary Guarantor within the meaning of that term created or acquired after the Closing Date by the Borrower or any of its (other than Excluded Subsidiaries, ) promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement (including schedules thereto) as the Administrative Agent reasonably 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 (subject to Permitted Liens) in the Capital Stock of such new Restricted Subsidiary which that is owned by the Borrower or any of its Subsidiariessuch Loan Party (other than Excluded Assets), (ii) deliver to the Administrative Agent (x) the certificates certificates, if any, representing such Capital Stock if anyconstituting 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 Borrower or such Subsidiary, as extent required by the case may beGuarantee and Collateral Agreement, (iii) cause such new Restricted Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 new Foreign Subsidiary 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 Security and Pledge 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 (subject to Permitted Liens) in the Capital Stock Collateral described in the Guarantee and Collateral Agreement with respect to such Restricted Subsidiary, including the recording of such new Subsidiary which is owned by instruments in the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of U.S. Patent and Trademark Office and the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital StockU.S. Copyright Office, if any, 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 berequired, and take the filing of UCC financing statements in such other action jurisdictions as may be necessary or, in required by the opinion of the Administrative Agent, desirable to perfect the Lien thereonGuarantee and Collateral Agreement, and (iiiiv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above.
(d) Notwithstanding the foregoing provisions of this Section 5.9 or any other provision hereof or of any other Loan Document, which opinions (i) the US Borrower and Guarantors shall not be required to grant a security interest in any Excluded Assets, (ii) no Loan Party shall be required to take any actions outside the United States to create or perfect any Liens on the Collateral (including any intellectual property registered in form any jurisdiction outside the United States) and substanceno Security Document shall be governed by the laws of any jurisdiction outside the United States, and from counsel, except with respect to any assets located in Canada that do not constitute Excluded Assets (to the extent reasonably satisfactory to requested by the Administrative Agent), (iii) the Loan Parties shall not be required to (A) deliver control agreements or (B) otherwise deliver perfection by “control” (within the meaning of the 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 security interests in Collateral other than as required under the terms of the Security Documents.
Appears in 1 contract
Sources: First Lien Credit Agreement (Continental Building Products, Inc.)
Additional Collateral, etc. (a) With respect to any Property property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by the Borrower any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of its Subsidiaries the Loan Documents) (other than (x) any Property property described in paragraph (b), (c) or (d) below and (y) any Property property subject to a Lien expressly permitted by Section 6.3(gclauses (6)(A) and (B), (8), (9), (12), (16), (26), (29), (35) 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) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 90 days (or such longer period as the Administrative Agent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security and Pledge Agreement or such other 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 security interest in such Property except as prohibited by documents permitted by Section 6.13 and (ii) take all actions 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 Secured Parties, a perfected first priority security interest in such Property (subject to Liens permitted by under Section 6.3 and perfected to the extent required by the Security and Pledge Agreement7.7) in such property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) With Subject to the last sentence of this paragraph, with respect to any fee interest in any real estate having 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 value (together with improvements thereofLoan Party pursuant to the terms of the Loan Documents) of at least $500,000 acquired after the Closing Date by the Borrower or any of its Subsidiaries (other than any such real estate property subject to a Lien expressly permitted by Section 6.3(g)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), promptly within 90 days (or such longer period as the Administrative Agent shall reasonably agree) (i) execute and deliver a first priority Mortgage Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such interest in real estateproperty, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real estate in an amount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) a Title Policy as well as a current ALTA survey thereofthereof (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 ’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 acceptable 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 (other than a Foreign Subsidiary) 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (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 Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 new Foreign Subsidiary 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 Security and Pledge 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 of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (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 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 thereon, 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.and
Appears in 1 contract
Additional Collateral, etc. (a) With subject to Section 5.9(d), with respect to any personal Property acquired (other than Excluded Assets) 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, promptly (and in any event within fifteen (15) days unless otherwise agreed to by the US Borrower or any of its Subsidiaries (other than (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 6.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly ) (ix) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement (including schedules thereto) 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 LendersSecured Parties, a security interest in such Property except as prohibited by documents permitted by Section 6.13 and (iiy) 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 subject to Liens permitted by Section 6.3 and perfected to the extent required by under the Security Guarantee and Pledge Collateral Agreement, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such United States jurisdictions as may be required by the Security Guarantee and Pledge Agreement or by law or as may be requested by the Administrative AgentCollateral Agreement.
(b) With respect to any fee interest in any real estate having a value property (together with improvements thereofother than Excluded Assets) of at least $500,000 acquired after the Closing Date by any Loan Party, as soon as reasonably practicable and in any case on or prior to ninety (90) days after such acquisition or such later date as the Borrower or any of its Subsidiaries (other than any such real estate subject to a Lien expressly permitted by Section 6.3(g)), promptly Administrative Agent shall reasonably agree (i) execute and deliver a first priority Mortgage (subject to Permitted Liens), in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real estateproperty, (ii) if requested by provide the Administrative Agent, provide Agent for the Lenders benefit of the Secured Parties with (x) title and extended (to the extent available without surveys) coverage insurance covering such real estate property in an amount at least equal to the purchase price of such real estate (or such other amount property as shall be well as, if available and reasonably specified requested by the Administrative Agent) as well as , a current ALTA survey thereof, together with a surveyor's ’s certificate (in form and (y) any consents or estoppels substance reasonably deemed necessary or advisable by satisfactory to the Administrative Agent in connection with such mortgage or deed of trustAgent), 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 of local counsel and counsel in the matters described abovejurisdiction 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 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 Administrative Agent (not to exceed 100% of the value of such improvements as reasonably determined by the US Borrower) and complies with Regulation H and all other applicable laws 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 (other than Excluded Subsidiaries) that would constitute a Foreign Subsidiary) created Subsidiary Guarantor within the meaning of that term acquired or acquired formed after the Closing Date promptly (and in any event within fifteen (15) days unless otherwise agreed to by the US Borrower or any of its Subsidiaries, promptly and the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Pledge Collateral Agreement (including schedules thereto) as the Administrative Agent reasonably 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 (subject to Permitted Liens) in the Capital Stock of such new Restricted Subsidiary which that is owned by the Borrower or any of its Subsidiariessuch Loan Party (other than Excluded Assets), (ii) deliver to the Administrative Agent (x) the certificates certificates, if any, representing such Capital Stock if anyconstituting certificated securities under the UCC, together with undated stock powers, in blank, and (y) any note, instrument or debt security in amount in excess of $2,000,000, 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 Borrower or such Subsidiary, as extent required by the case may beGuarantee and Collateral Agreement, (iii) cause such new Restricted Subsidiary (A) to become a party to the Subsidiary Guarantee and the Security and Pledge 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 in the Collateral described in the Security and Pledge Agreement with respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security and Pledge 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 new Foreign Subsidiary 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 Security and Pledge 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 (subject to Permitted Liens) in the Capital Stock Collateral described in the Guarantee and Collateral Agreement with respect to such Restricted Subsidiary, including the recording of such new Subsidiary which is owned by instruments in the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of U.S. Patent and Trademark Office and the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital StockU.S. Copyright Office, if any, 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 berequired, and take the filing of UCC financing statements in such other action jurisdictions as may be necessary or, in required by the opinion of the Administrative Agent, desirable to perfect the Lien thereonGuarantee and Collateral Agreement, and (iiiiv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above.
(d) Notwithstanding the foregoing provisions of this Section 5.9 or any other provision hereof or of any other Loan Document, which opinions (i) the US Borrower and Guarantors shall not be required to grant a security interest in any Excluded Assets, (ii) no Loan Party shall be required to take any actions outside the United States to create or perfect any Liens on the Collateral (including any intellectual property registered in form any jurisdiction outside the United States) and substanceno Security Document shall be governed by the laws of any jurisdiction outside the United States, and from counsel, except with respect to any assets located in Canada that do not constitute Excluded Assets (to the extent reasonably satisfactory to requested by the Administrative Agent), (iii) the Loan Parties shall not be required to (A) deliver control agreements or (B) otherwise deliver perfection by “control” (within the meaning of the 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 security interests in Collateral other than as required under the terms of the Security Documents.
Appears in 1 contract
Sources: Credit Agreement (Continental Building Products, Inc.)