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 7.3(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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a 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 Lenders, a perfected first priority security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent. (c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance 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 acquired after the Original Closing Date by the Borrower Company or any of its Material Domestic 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 7.3(g7.03(g), (my) Property acquired by an Excluded Domestic Subsidiary and (if such Lien was granted z) Property acquired by or Capital Stock in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 or (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) 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 (to the extent such Property is of a type that would constitute Collateral as 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 reasonably 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 Propertythe case of the pledge of any Subsidiary Capital Stock, subject to no Liens except as permitted by Section 7.37.03) in such Property (to the extent required by the Guarantee and Collateral Agreement or other Security Documents 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 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 property having a purchase price value (together with improvements thereof) of at least $5,000,000 4,400,000 acquired after the Original Closing Date by the Borrower Company or any of its Material Domestic Subsidiaries (other than any such real property owned by an Excluded Domestic Subsidiary, an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.3(g7.03(g)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Subsidiary) created or acquired after the Original Closing Date by the Borrower (which, for the purposes of this paragraph (c)paragraph, 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) ), by the 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 Documents to which it is a party) 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 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, 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 Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is to be a party) and (B) to take such actions necessary or reasonably 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 Documents to which it is a party) with respect to such new SubsidiarySubsidiary to the extent required by the Guarantee and Collateral Agreement (and, subject for any Foreign Subsidiary Guarantor, such other Security Documents to no Liens except as permitted by Section 7.3which 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 Agreement, or such other Security 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material (other than any De Minimis Excluded Foreign Subsidiary 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 (d)paragraph, shall include any existing Subsidiary that ceases to be a De Minimis Excluded Foreign Subsidiary that becomes a Material Subsidiary) (other than any Excluded Foreign SubsidiarySubsidiaries), 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) or such other documents as the Administrative Collateral Agent reasonably 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 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 such Capital Stock is certificated, 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 Administrative 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 with customary exceptions and qualificationssubstance, 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 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 7.3(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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a 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 Lenders, a perfected first priority security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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, 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 Guarantee and Collateral Agreement to the extent required by this Agreement and the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral collateral described in the Guarantee and Collateral Agreement with respect to such new SubsidiarySubsidiary to the extent required, subject to no Liens except and as permitted contemplated, by Section 7.3the Guarantee and Collateral Agreement, 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, 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 with customary exceptions and qualificationssubstance, 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 Excluded direct Foreign Subsidiary which is a Material 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 Subsidiaries assets hereunder or under any other Loan Document and (whichiv) 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, for approval, license or authorization from a Governmental Authority to do so.
(b) Promptly, but in any event not later than 45 Business Days after the purposes 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 this paragraph (d)each Mortgaged Property, shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments a Mortgage reasonably satisfactory to the Guarantee and Collateral 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 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 connection therewith meets the requirements set forth in this subsection 6.9(b), an existing ALTA survey thereof (if acceptable to the Administrative Agent in its reasonable discretion) or an “ExpressMap” thereof, in each case in form reasonably advisable in order to grant 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 such Capital Stock is certificatedany, 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 of the Administrative Agent 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 with customary exceptions and qualifications, and from counsel, 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 Material Domestic 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 7.3(g), (my) 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 (if such Lien was granted 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 transaction comparable security interest therein is excessive in relation to that permitted by Section 7.3(g)) or (p)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 Guarantee and 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 LendersSecured Parties, a security interest in such Property property 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 to no Liens except as permitted property with the priority required by Section 7.3the Intercreditor Agreement, 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 requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 10,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic 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 property subject to a Lien expressly permitted by Section 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 a form reasonably satisfactory to the Administrative Agent in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, 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 property in an amount equal to the purchase price of such real estate 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 the documents and instruments required under Section 5.1(k) (including any legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to opinions as the Administrative AgentAgent may reasonably request).
(c) With respect to any new Domestic Subsidiary (other than any non-Material Domestic Immaterial Subsidiary, non-Material any CFC Holding Company or any Subsidiary of a Foreign Subsidiary and Excluded Foreign Subsidiaryor of a CFC Holding Company) created or acquired after the Closing Date by the Borrower any Loan Party (which, for the purposes of this paragraph (c), shall include (1) any existing Subsidiary (other than an Immaterial Subsidiary) that becomes a Material 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 Excluded Foreign Immaterial Subsidiary (and that is not a Material Foreign SubsidiaryCFC Holding Company)), within thirty (30) days after the creation or any 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected 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, 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 Guarantee and Collateral Agreement and 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material CFC Holding Company or a Foreign Subsidiary), promptly 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 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 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 such 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, 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 of the Administrative Agent 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 with customary exceptions and qualificationssubstance, 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 acquired after the Closing Date by the Borrower or any of its Material Domestic 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 7.3(g), (my) 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 (if such Lien was granted 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 transaction comparable security interest therein is excessive in relation to that permitted by Section 7.3(g)) or (p)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 Guarantee and 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 LendersSecured Parties, a security interest in such Property property 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 to no Liens except as permitted property with the priority required by Section 7.3the Intercreditor Agreement, including without limitation, (x) 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 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 property having a purchase price value (together with improvements thereof) of at least $5,000,000 10,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic 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 property subject to a Lien expressly permitted by Section 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 a form reasonably satisfactory to the Administrative Agent in favor the documents and instruments required under Section 5.1(k) of the Existing Credit Agreement (including any legal opinions as the Administrative AgentAgent may reasonably request). Notwithstanding the foregoing, for the benefit Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the LendersClosing Date until the date that is (a) if such real property is not located in a “special flood hazard area”, covering 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 has delivered to the Lenders the following documents in respect of such real property, subject to no Liens except as permitted by Section 7.3, : (i) a completed flood hazard determination from a third party vendor; (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property is located in an amount equal a “special flood hazard area”, (A) a notification to the purchase price 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 real estate 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 a legal opinion relating to the enforceability evidence of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agentrequired flood insurance.
(c) With respect to any new Domestic Subsidiary (other than any non-Material Domestic Immaterial Subsidiary, non-Material any CFC Holding Company or any Subsidiary of a Foreign Subsidiary and Excluded Foreign Subsidiaryor of a CFC Holding Company) created or acquired after the Closing Date by the Borrower any Loan Party (which, for the purposes of this paragraph (c), shall include (1) any existing Subsidiary (other than an Immaterial Subsidiary) that becomes a Material 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 Excluded Foreign Immaterial Subsidiary (and that is not a Material Foreign SubsidiaryCFC Holding Company)), within thirty (30) days after the creation or any 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected 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, 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 Guarantee and Collateral Agreement and 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material CFC Holding Company or a Foreign Subsidiary), promptly 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 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 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 such 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, 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 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 with customary exceptions and qualifications, 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 respect to any Property property acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below and below, (y) any Property leased real property or motor vehicles or any other personal property excluded from the grant of the security interest granted under the Guarantee and Collateral Agreement and (z) any property subject to a Lien expressly permitted by Section 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p7.3(f)) 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 Guarantee and 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 property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority (subject to other than Liens permitted under Section 7.3) security interest in such Property, subject to no Liens except as permitted by Section 7.3property, 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.
(b) With respect to any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 10,000,000 acquired after the Closing Date by any Loan Party, or owned by any new Subsidiary that becomes a Loan Party as provided in clause (c) below after the Borrower or any of its Material Domestic Subsidiaries Closing Date (other than any such real property subject to a Lien expressly permitted by Section 7.3(g7.3(f)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the Administrative Agent (but not to exceed the market value thereof)) 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent and (iv) deliver to the Administrative Agent a completed “Life-on-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to the such real property (together with a notice about special floor hazard area status and floor disaster assistance duly executed by the Borrower and each Loan Party relating thereto) and if such real property is located in a special flood hazard area, evidence of flood insurance in form and amount reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Wholly Owned Subsidiary of the Borrower (other than any non-Material Domestic an Excluded Foreign Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign an Immaterial Subsidiary, an Unrestricted Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party (which, for the purposes of this paragraph (c), shall include any existing Wholly Owned Subsidiary that becomes a Material Domestic Subsidiary or of the Borrower (other than an Excluded Foreign Subsidiary) that ceases to be an Excluded Foreign Immaterial Subsidiary and is a Material Foreign or an Unrestricted Subsidiary), within 90 days after such creation or acquisition (or such longer period as the Administrative Agent may provide in its sole discretion) or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably 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 that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitationif applicable, 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 AgentAgent and (C) to deliver to the Administrative Agent a closing certificate (with insertions and attachments as required in Section 5.1(e)) of such Subsidiary, 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 with customary exceptions and qualificationssubstance, 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 any Loan Party, within 90 days after such creation or acquisition (or such longer period as the Borrower or any of Administrative Agent may provide in its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement (or a separate Security Document) as the Administrative Agent reasonably 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 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 Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Loan Party, and take such other action as may be reasonably necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereonAgent’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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 2 contracts
Sources: Second Amendment (RE/MAX Holdings, Inc.), Credit Agreement (RE/MAX Holdings, Inc.)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Material Domestic 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 7.3(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 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 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 and property, (ii) take all actions necessary or reasonably 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 no Liens except as permitted Permitted Liens), including the entering into of account control agreements (to the extent required by Section 7.36.15), including without limitation, delivery of Collateral that can be perfected by possession and 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 or the Collateral Agent and (iii) if requested by the Administrative Agent 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.
(b) With Except as required in the process (but not the final reorganization) of effecting a Permitted Reorganization, with respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 new Subsidiary created or acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Subsidiary Guarantor in accordance with Section 7.3(g7.17(b)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent or the 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 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 Uniform Commercial Code) of the Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and 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 reasonably 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject Subsidiary (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 extent required by the Guarantee and Collateral 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 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance and with customary exceptions and qualifications, 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 (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 Security Documents) located in the United States acquired after the Closing Date by the Borrower or any of its Material Domestic 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 7.3(g)) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (pa)) 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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order reasonably requests to grant to the Administrative Agent, Agent for the benefit of the Lenders, Secured 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 Lenders, a perfected first priority security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first security interest (to the extent required by the Security Documents and 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 Property as of the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3Closing 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. 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 with customary exceptions and qualifications, 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 Excluded Foreign Subsidiary which is fee interest in any real property located in the United States having a Material Foreign Subsidiary created or value (together with improvements thereof) of at least $2,500,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g); provided that with respect to any warehouse facility, distribution center or similar facility the Borrower or any of its Subsidiaries (whichshall use commercially reasonable efforts to provide a reasonably satisfactory, 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 acknowledged bailee letter to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as extent such letter is required to be delivered to the administrative agent under the ABL facility), (i) give notice of such acquisition to the Administrative Agent deems necessary or reasonably advisable and execute and deliver a first priority Mortgage (subject to Liens permitted by Section 7.3) in order to grant to favor of the Administrative Agent, 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 Borrower 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 such Capital Stock is certificated, 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 of the Administrative Agent 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.) as well as
Appears in 1 contract
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 Material Domestic 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 7.3(g)) and (z) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (pa)) 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 Guarantee and 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 and (ii) take all actions necessary or reasonably advisable requested by the Collateral Agent to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first security interest (to the extent required by the First Lien Security Documents and 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 Collateral Agent for the benefit of the Secured Parties, has a perfected security interest in such Property as of the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3Closing 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 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 property located in the United States having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)) within 30 days of such acquisition, (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 Collateral Agent for the benefit of the Secured Parties, covering such real property (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 Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Collateral Agent, and (ivB) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent, in connection with such Mortgage, each of the foregoing in form and substance reasonably 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent.
(dc) With respect to any new Excluded Foreign Domestic Subsidiary which that is a Material Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d)paragraph, shall include (x) any existing Excluded Foreign previously non-wholly owned Domestic Subsidiary that becomes wholly owned and is a Material Foreign 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), promptly as applicable) by any Loan Party, promptly, but in any case within 30 days of such acquisition, (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 Guarantee and Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably deems necessary or reasonably 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 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 certificates certificates, if any, representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Loan Party, 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 Guarantee and 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 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 Guarantee and Collateral Agreement with respect to such new Subsidiary (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 Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent.
(d) With respect to any new Foreign Subsidiary directly owned by Holdings, the Borrower or such 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 such acquisition, (i) give notice of such acquisition or creation to the case may beCollateral Agent and, if requested by the Collateral Agent, execute and deliver to the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Collateral Agent deems necessary or reasonably advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected 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 that is owned by such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any Foreign Subsidiary be required to be so pledged), and (ii) to the extent permitted by applicable law, deliver to the Collateral 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 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 Administrative 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 with customary exceptions and qualifications, 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 Restatement Date by the Borrower or any of its Material Domestic 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 7.3(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 Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, and subject always to the ability to comply with local laws, promptly upon such acquisition (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement Security Documents 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 property and (ii) take all actions necessary or reasonably 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 no Liens except on assets other than Capital Stock permitted under Section 7.3 and as otherwise permitted by Section 7.3to not be so granted according to the terms of the Collateral Documents), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents or by law or as may be requested by the Administrative AgentAgent or the Collateral Agent and the delivery of certificates and transfer powers in respect of any newly formed or acquired Subsidiary (or, in any such case, the equivalent thereof required in any other jurisdiction).
(b) With respect to any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 1,000,000 acquired after the Closing Restatement Date by the Borrower or any of its Material Domestic Subsidiaries Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g))) as to which the Collateral Agent, for the benefit of the Secured Parties, does not have a perfected Lien, and subject always to the ability to comply with local laws, promptly upon such acquisition (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative Agent or the Collateral Agent, provide the Lenders Secured Parties with (x) title and extended coverage insurance covering such real 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 or the Collateral Agent, as applicable) as well as a current ALTA survey thereofthereof in relation to United States real property, together with a surveyor's ’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the 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 the Collateral Agent and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent a and the Collateral Agent legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Subsidiary) created or acquired after the Closing Restatement Date by the Borrower any Group Member (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 subject always to the ability to comply with local laws (including as to financial assistance), promptly upon such creation or acquisition (or upon such Subsidiary and is a Material Foreign ceasing to be an Excluded Subsidiary) or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement Security Documents as the Administrative Agent or the Collateral Agent reasonably 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 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, 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 it satisfies the requirements set forth in the definition of “Subsidiary Guarantor”, (A) to become a party to (i) the Guarantee and Collateral Agreement (as a Guarantor and as a Grantor thereunder) or such further Security Documents, and (ii) if such entity is incorporated under the laws of England and Wales, the UK Supplemental Debenture, (B) to take such actions necessary or reasonably 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 Guarantee and Collateral Agreement with respect to relevant Security Documents of such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, including the filing of Uniform Commercial Code financing statements (or the equivalent thereof in any other applicable jurisdiction) in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents or by law or as may be reasonably requested by the Administrative AgentAgent or the Collateral Agent and (C) to deliver to the Administrative Agent and the Collateral Agent a certificate of such Subsidiary, substantially in the form of Exhibit H, with appropriate insertions and attachments, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent and (v) (if applicable) delivery to the Administrative Agent and the Collateral Agent of any such documents as may be required in compliance with relevant financial assistance laws (each satisfactory to the Administrative Agent and the Collateral Agent).
(d) With respect to any new Excluded Foreign Subsidiary which is a Material Foreign Subsidiary created or acquired after the Closing Restatement Date by the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)Loan Party, promptly upon such creation or acquisition (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement (or such other Security Documents) as the Administrative Agent or the 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 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 such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Loan Party, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Lien of the Administrative Agent thereonCollateral Agent’s security interest therein, and (iii) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.
(e) In the event that any Group Member is prevented from complying with its obligations under this Section 6.10 or elsewhere in this Article 6 as a result of any local laws (including as to financial assistance), then each Loan Party will use all reasonable efforts to overcome the relevant legal prohibition (and, in the case of a financial assistance or similar prohibition, will procure that the relevant Group Member will undertake all whitewash or similar procedures which are possible, whether under the Companies ▇▇▇ ▇▇▇▇ of England and Wales or otherwise) to enable the relevant obligation to be complied with as soon as is reasonably practicable.
Appears in 1 contract
Sources: Credit Agreement (CKX, Inc.)
Additional Collateral, etc. (a) With respect to any Property new Subsidiary (other than an Excluded Unqualified Subsidiary) created or acquired after the Closing 2003 Amendment Effective Date by the Borrower Holdings or any of its Material Domestic Qualified Subsidiaries (other than (x) any Property described in which, for the purposes of this paragraph (b), (c) or (d) below and (y) shall include any Property subject existing Subsidiary that ceases to a Lien expressly permitted by Section 7.3(gbe an Excluded Unqualified Subsidiary), (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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a 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 Lenders, a perfected first priority security interest in the Capital Stock of such Propertynew Subsidiary that is owned by Holdings or any of its Subsidiaries, subject (ii) if requested by the Agent or the Required Lenders, deliver to no Liens except as permitted the Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by Section 7.3a duly authorized officer of Holdings or the relevant Subsidiary, and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the 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 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 requested by the Administrative Agent. The parties hereto acknowledge that the Guarantee and Collateral Agreement provides that each such Subsidiary shall be required to pledge its assets as provided therein but shall not be required to guarantee payment of obligations pursuant thereto unless (i) such Subsidiary guarantees payment of all or any portion of the Guaranteed Obligations, as defined in the 2001A Participation Agreement and the 2001B Participation Agreement or (ii) such Subsidiary is requested to become a Guarantor by the Agent or the Required Lenders.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Excluded Unqualified Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing 2003 Amendment Effective 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) Holdings or any of its SubsidiariesSubsidiary, promptly (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 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 Holdings or any Subsidiary that is not an Excluded Unqualified Subsidiary (provided that in no event shall more than 66% of its Subsidiariesthe total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) if requested by the Agent or the Required Lenders, 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 Holdings or the Borrower or such relevant Subsidiary, as the case may be, (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 advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, 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 Guarantee and 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 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent’s security interest therein.
Appears in 1 contract
Sources: Amendment (Hanover Compressor Co /)
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 Material Domestic 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 7.3(g), 7.3(m) and (m4) (if such Lien was granted in a transaction comparable to that permitted property acquired by Section 7.3(g)) or (p)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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, property (subject to no Liens except as any Lien permitted by pursuant to Section 7.3), including without limitation, 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.
(b) With respect to any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Restatement Date by the Borrower or any of its Material Domestic Subsidiaries Group Member (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g)7.3(m) or (p) and (y) Excluded Property), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory Mortgage (subject to the Administrative Agent any Lien permitted pursuant to Section 7.3), in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative Agent, provide the Lenders Secured Parties with (x) title and extended coverage insurance covering such real 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, (iii) deliver notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Group Member relating thereto, together with evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form, substance and amount reasonably satisfactory to the Administrative Agent and (iiiiv) if requested by the Administrative Agent, deliver to the Administrative Agent a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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.
(c) With respect to any new Material Subsidiary (other than any non-Material Domestic Subsidiary, non-Material a Foreign Subsidiary and Excluded Foreign or CFC Domestic Subsidiary) created or acquired after the Closing Restatement 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 SubsidiariesGroup Member, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Material Subsidiary which that is owned by the Borrower or any Group Member (subject only to non-consensual Liens arising by operation of its Subsidiarieslaw), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, Material Subsidiary (subject only to no Liens except as permitted by under Section 7.3), including, without limitation, 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 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, (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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative AgentAgent 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 Excluded Foreign Subsidiary which that is a Material Foreign Subsidiary created or acquired after the Closing Restatement Date by the Borrower or any of its Subsidiaries Group Member (which, for the purposes of this paragraph (d), shall include other than by any existing Excluded Foreign Subsidiary Group Member that becomes is a Material 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 reasonably advisable in order to grant to the Administrative Agent, for the benefit of 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 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 representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the 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 of the Administrative Agent thereonAgent’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 with customary exceptions and qualificationssubstance, 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 Material Domestic 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 7.3(g), (my) 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 (if such Lien was granted 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 transaction comparable security interest therein is excessive in relation to that permitted by Section 7.3(g)) or (p)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 Guarantee and 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 LendersSecured Parties, a security interest in such Property property 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 to no Liens except as permitted property with the priority required by Section 7.3the Intercreditor Agreement, 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 requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 10,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic 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 property subject to a Lien expressly permitted by Section 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 a form reasonably satisfactory to the Administrative Agent in favor of the documents and instruments required under Section 5.1(k) (including any legal opinions as the Administrative AgentAgent may reasonably request). Notwithstanding the foregoing, for the benefit Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the LendersSecond Amendment Effective Date until the date that is (a) if such real property is not located in a “special flood hazard area”, covering 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 has delivered to the Lenders the following documents in respect of such real property, subject to no Liens except as permitted by Section 7.3, : (i) a completed flood hazard determination from a third party vendor; (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property is located in an amount equal a “special flood hazard area”, (A) a notification to the purchase price 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 real estate 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 a legal opinion relating to the enforceability evidence of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agentrequired flood insurance.
(c) With respect to any new Domestic Subsidiary (other than any non-Material Domestic Immaterial Subsidiary, non-Material any CFC Holding Company or any Subsidiary of a Foreign Subsidiary and Excluded Foreign Subsidiaryor of a CFC Holding Company) created or acquired after the Closing Date by the Borrower any Loan Party (which, for the purposes of this paragraph (c), shall include (1) any existing Subsidiary (other than an Immaterial Subsidiary) that becomes a Material 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 Excluded Foreign Immaterial Subsidiary (and that is not a Material Foreign SubsidiaryCFC Holding Company)), within thirty (30) days after the creation or any 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected 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, 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 Guarantee and Collateral Agreement and 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material CFC Holding Company or a Foreign Subsidiary), promptly 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 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 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 such 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, 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 of the Administrative Agent 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 with customary exceptions and qualificationssubstance, 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 acquired after the Closing Date by the Borrower Company or any of its Material Domestic 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 7.3(g7.03(g), (my) (if such Lien was granted in a transaction comparable to that permitted Property acquired by Section 7.3(g)) an Excluded Subsidiary or (p)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 Guarantee and 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 (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or reasonably 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 Propertythe case of the pledge of Capital Stock of any Subsidiary, subject to no Liens except as permitted by Section 7.37.03) in such Property (to the extent required by the Guarantee and 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 Guarantee and 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 property having a purchase price (together with improvements thereof) of at least $5,000,000 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 Material Domestic 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 property subject is excessive relative to a Lien expressly permitted the practical benefit of the Lenders afforded thereby, as determined by Section 7.3(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 a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount equal deliver to the purchase price of Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such real estate as well Mortgage as a current ALTA 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 Surveying and Mapping (ALTA/ACSM) form of survey thereofby a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, together 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 surveyor's certificate “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 (yD) any consents an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or estoppels such later date as the Collateral Agent or Co-Collateral Agent shall reasonably deemed necessary or advisable by agree) prior to the Administrative 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 in connection with such mortgage or deed of trustand the Co-Collateral Agent shall have received the following documents (collectively, each of the foregoing “Flood Documents”), 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 a legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, 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 any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower (which, for the purposes of this paragraph (c)paragraph, 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) ), by the 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 Guarantee and 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 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 StockStock (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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject Subsidiary to no Liens except as permitted the extent required by Section 7.3the 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 Guarantee and 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 with customary exceptions and qualifications, 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 Excluded Foreign Subsidiary which is a Material 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 (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes other Person as a Material Foreign Subsidiary), promptly (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 in order to grant to the Administrative Agent, for the benefit 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 such Capital Stock is certificated, 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 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 with customary exceptions and qualifications, 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 acquired after the Closing Second Restatement Effective Date by the any Borrower or any of its Material Domestic Subsidiaries (other than (x) any real property or any Property described in paragraph (b), (c) or (d) below and of this Section, (y) vehicles or any Property subject to a Lien expressly permitted by Section 7.3(g), ) and (mz) (if such Lien was granted in a transaction comparable to that permitted Property acquired by Section 7.3(g)) or (p)an Excluded Foreign Subsidiary) 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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a 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 LendersSecured Parties, a perfected first priority security interest in such PropertyProperty (other than Deposit Accounts, subject unless otherwise requested to no Liens except as permitted take such action by Section 7.3the Administrative Agent, in its sole reasonable discretion), 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 requested by the Administrative Agent.
(b) With respect to (i) any fee interest in any real property having a purchase price an aggregate appraised value (together with improvements thereof) of at least $5,000,000 1,000,000 acquired in one or a series of transactions after the Closing Second Restatement Effective Date by the any Borrower or any of its Material Domestic Subsidiaries (other than including any such real property owned by any new Subsidiary acquired after the Second Restatement Effective Date and excluding any such real property owned by an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.3(g)) 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 any real property having an aggregate appraised value of at least $1,000,000 acquired or leased (including any leasehold property interest owned by any new Subsidiary acquired after the Second Restatement Effective Date) in one or a series of transactions after the Second Restatement Effective Date by any Borrower or any of its Subsidiaries, promptly (i1) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real property, subject (2) deliver to no Liens except as permitted by Section 7.3the Administrative Agent an appraisal of such real property from a firm reasonably satisfactory to the Administrative Agent, (ii3) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real estate property as well as a current ALTA survey thereof, together with a surveyor's ’s certificate and (y) any consents consents, waivers 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 (iii4) if requested by the Administrative Agent, deliver to the Administrative Agent a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained in this Section 6.10(b), (i) in the event that the Borrower is required to obtain flood insurance for any parcel of real property owned in fee with an aggregate appraised value of less than $2,000,000 or a leasehold interest in any real property with an aggregate appraised value of less than $2,000,000 which would otherwise be subject to the requirements of this Section 6.10(b) and the Borrower believes the premiums for such flood insurance to be uneconomical, subject to the following clause (ii), at the Borrower’s written request, the Administrative Agent shall waive the Borrower’s compliance with this Section 6.10(b), provided that, the Borrower has provided the Administrative Agent satisfactory support for such determination, and (ii) the aggregate appraised value of real property either owned in fee or subject to a leasehold interest excluded from the provisions of this Section 6.10(b) may not at any time exceed an amount equal to 2% of the total asset value of the Borrower and its Subsidiaries.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Subsidiary) created or acquired after the Closing Second Restatement Effective Date by the Borrower (which, for the purposes of this paragraph (c)paragraph, 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) ), by any Borrower or any of its Subsidiaries, promptly (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 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 any Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the such Borrower or such Subsidiary, as the case may be, (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 advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement 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 Guarantee and 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 with customary exceptions and qualificationssubstance, 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 Second Restatement Effective Date by the any Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include other than any existing Excluded Foreign Subsidiary that becomes a Material Foreign SubsidiarySubsidiaries), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or 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 such Borrower or any of its Subsidiaries (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 the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the such 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 substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property that is of the type that would otherwise be subject to Liens created under the Security Documents and is acquired after the Closing Effective Date by the Borrower or any of its Material Domestic Subsidiaries Loan Party (other than (xw) any Property described in paragraph (b), ) or paragraph (c) or of this Section; (dx) below and any Property, the pledge of which requires a consent of a third party that has not been obtained; provided that the Borrower and/or the applicable Loan Party has taken commercially reasonable efforts to obtain such consent; (y) any Property subject to a Lien expressly permitted by Section 7.3(g), (mh) and (if s); and (z) any interest in any real property) and subject to compliance with applicable Gaming Laws (which the Borrower agrees and agrees to cause the applicable Loan Party to pursue approvals to permit any such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)pledges) 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 Guarantee and Collateral Agreement Security Documents or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a 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 LendersSecured Parties, a perfected first priority security interest in such Property, Property (subject only to no Liens except as permitted by pursuant to Section 7.37.3 of this Agreement), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents or by law or as may be requested by the Administrative Agent; provided, if the Borrower gives notice that a Property acquired after the Effective Date will be used for the Condo Component, the Borrower will have thirty (30) days to execute and deliver to the Administrative Agent such amendments to the Security Documents or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and if such Property is transferred in a transaction permitted pursuant to Section 7.7(n), no such security interest shall be required.
(b) With respect to (x) any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 1,500,000 and (y) any leasehold interest in any real property pursuant to leases entered into by any Loan Party, as a tenant, with gross annual rent payments for each lease in excess of $250,000 or the term in excess of three (3) years), in each case acquired or entered into after the Closing Effective Date by the Borrower or any of its Material Domestic Subsidiaries Loan Parties (other than (w) any leasehold interests with respect to solely office space; (x) any leasehold interest if the granting of a mortgage requires a consent of a third party that has not been obtained; provided that the Borrower and/or the applicable Loan Party has taken commercially reasonable efforts to obtain such consent; (y) any leasehold interest if a memorandum of lease for such leasehold has not been recorded; provided that the Borrower and/or the applicable Loan Party has taken commercially reasonable efforts to obtain such memorandum of lease; and (z) any such real property subject to a Lien expressly permitted by Section 7.3(g) and Section 7.3(h)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real property, property (subject only to no Liens except as permitted by pursuant to Section 7.37.3 of this Agreement), (ii) if requested by the Administrative AgentAgent in writing, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real 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 reasonably requested by the Administrative Agent, deliver to the Administrative Agent a legal opinion opinions relating to the enforceability matters opined on with respect to the original version of such mortgage loan documents delivered by the Borrower, which opinion opinions shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent; provided, if the Borrower gives notice that a Property acquired after the Effective Date will be used for the Condo Component, the Borrower will have thirty (30) days to execute and deliver to the Administrative Agent such amendments to the Security Documents or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and if such Property is transferred in a transaction permitted pursuant to Section 7.7(n), no such security interest shall be required. For purposes of this Section 6.10(b), the Sugarcane Bay Lease shall not be deemed to have been acquired or entered into until the earlier of (A) the date 180 days after the Effective Date and (B) the date that the Borrower and the applicable Restricted Subsidiary entered into an amended lease that is intended by the parties to be the permanent lease with respect to the property subject to the Sugarcane Bay Lease.
(c) With respect to any new Domestic Restricted Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign an Immaterial Subsidiary) created or acquired after the Closing Effective Date by and, to the Borrower extent that it would not result in an adverse tax, foreign gaming or foreign law consequence that is material for or with respect to such Subsidiary, any new Foreign Restricted Subsidiary created or acquired after the Effective Date (whichwhich in each case, for the purposes of this paragraph (c)paragraph, shall include any existing Subsidiary that becomes a Material Domestic Subsidiary or that ceases to be an Excluded Foreign Unrestricted Subsidiary by designation or otherwise) and is a Material Foreign Subsidiary) or subject to compliance with applicable Gaming Laws (which the Borrower agrees and agrees to cause the applicable Loan Party to pursue approvals to permit any of its Subsidiariessuch security interests), by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Security Documents 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 Restricted Subsidiary which is owned by (subject only to Liens permitted pursuant to Section 7.3 of this Agreement) and in the Borrower or any 66% of its Subsidiariesthe total outstanding Capital Stock of such new Foreign Restricted Subsidiary, (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock that are securities under Section 8-102(a)(15) of the UCC, together with undated stock powerspowers or assignments, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement Loan Documents and (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 Guarantee and Collateral Agreement Security Documents with respect to such new Subsidiary, Subsidiary (subject only to no Liens except as permitted by pursuant to Section 7.37.3 of this Agreement), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Documents 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 aboveopined on with respect to the original version of loan documents delivered by the Borrower, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Unrestricted Subsidiary (other than (x) the Foreign Unrestricted Subsidiaries and (y) to the extent actions described herein are prohibited by the terms of the formation or organizational documents of an Unrestricted Subsidiary or agreements by which is a Material Foreign such Unrestricted Subsidiary or its assets are bound, the Unrestricted Subsidiaries created or acquired for purposes of the transactions permitted under Section 7.7(l), (n) and (s)) created or acquired after the Closing Effective Date by the Borrower or any of its Subsidiaries Restricted Subsidiaries, and subject to compliance with applicable Gaming Laws (which, for which the purposes of this paragraph (d), shall include Borrower agrees and agrees to cause the applicable Unrestricted Subsidiary to pursue approvals to permit any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiarysuch pledges), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Loan Documents 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 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)Domestic Unrestricted Subsidiary, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificatedthat are securities under Section 8-102(a)(15) of the UCC, together with undated stock powerspowers or assignments, in blank, executed and delivered by a duly authorized officer of the 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 reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described aboveopined on with respect to the original version of loan documents delivered by the Borrower, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) With respect to any material third party agreements or material entitlements that do not attach to the real property entered into or received by the Borrower or any of its Restricted Subsidiaries in connection with the construction of the Unfinished Projects, use best efforts to promptly execute and deliver to the Administrative Agent such collateral assignment of the applicable third party agreement or entitlement in a form as is reasonably acceptable to the Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With Subject to and consistent with the Security and Guarantee Principles, with respect to any Property acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries property (other than Excluded Assets) acquired (xincluding any acquisition pursuant to Division) at any Property time after the ClosingAmendment No. 3 Effective Date by any Loan Party (other than any property described in paragraph (b), ) or (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)below) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, will promptly (and in no event later than ninety (90) days (or such longer period as the Administrative Agent may agree)) (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement Security Documents or execute all such other documents or do all such acts 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 property and (ii) take all actions reasonably necessary or reasonably 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 no Liens except as permitted by Section 7.3property, including without limitation, (where applicable) the filing of Uniform Commercial Code UCC financing statements in such United States jurisdictions as may be required by the Guarantee and Collateral U.S. Security Agreement, the U.S. Holdings Pledge Agreement or by law or as may reasonably be requested by the Administrative Collateral Agent.
(b) With Subject to and consistent with the Security and Guarantee Principles, with respect to any fee interest in any real property Real Property (excluding any Leaseholds) having a purchase price value (together with improvements thereof) of at least $5,000,000 10,000,000 (to the extent of a type included in the definition of “Collateral”) acquired after the Closing Date by any Loan Party, will use commercially reasonable efforts to promptly (and in no event later than ninety (90) days (or such longer period as the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(gAdministrative Agent may agree)), promptly ) (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real propertyinterest in Real Property, subject to no Liens except as permitted by Section 7.3along with, if applicable, a corresponding UCC fixture filing for filing in the applicable United States jurisdiction (ii) or, if requested by the Administrative Agentrelevant, provide the Lenders with (x) title and extended coverage insurance covering such real property equivalent form in an amount equal to the purchase price of such real estate 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 trustnon-United States jurisdiction), 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 first and subsisting Lien, subject to liens permitted under Section 9.7, against such Real Property, (ii) if reasonably requested by the Collateral Agent, provide the Lenders with title and extended coverage insurance covering such interest in Real Property in an amount at least equal to the fair market value of such Real Property (or such lesser amount as shall be specified by the Collateral Agent) together with title endorsements reasonably requested by the Collateral Agent, (iii) if reasonably requested by the Administrative Collateral Agent, in the case of any Real Property located in the United States, provide the Lenders with an ALTA survey thereof (or an existing survey accompanied, if necessary, by a “no-change” affidavit and/or other documents if same is/are sufficient for the title insurer to issue survey coverage in the applicable title policy, remove therefrom the standard survey exceptions, and issue the endorsements required pursuant to clause (ii) above), together with a surveyor’s certification, (iv) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the applicable title policy and endorsements referenced in clause (ii) above, (v) if reasonably requested by the Collateral Agent, deliver to the Administrative Collateral Agent a legal opinion relating to the enforceability of such mortgage which opinion shall be opinions in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative AgentCollateral Agent and covering such matters as the Collateral Agent may reasonably request, including, without limitation, the enforceability of the applicable Mortgage, (vi) in the case of Real Property located in the United States, deliver to the Collateral Agent a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each such parcel of Real Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the applicable Loan Party entering into the applicable Mortgage), and in the event any such Real Property or a portion thereof is located within an area designated by the Director of the Federal Emergency Management Agency to be a “special flood hazard area” and as required by applicable law, evidence of a flood insurance policy for such Real Property or the applicable portion thereof, and (vii) such other information, documentation (including, but not limited to, existing appraisals, existing environmental reports, and to the extent applicable, using commercially reasonable efforts, subordination agreements), certifications, in each case, as may be reasonably required by the Collateral Agent or necessary in order to create a valid, perfected first and subsisting Lien subject to liens permitted under Section 9.7 against the Real Property covered by the applicable Mortgage.
(c) With Subject to and consistent with the Security and Guarantee Principles, with respect to (A) any new Restricted Subsidiary (other than any nona Non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Guarantor Subsidiary) that is established, created or acquired after the Closing ClosingAmendment No. 3 Effective Date by any Loan Party or(including upon the Borrower (which, for the purposes consummation of this paragraph (ca Division), shall include (B) any existing Restricted Subsidiary of a Loan Party (regardless of when established, created or acquired) that ceases to be a Non-Guarantor Subsidiary or (C) any Restricted Subsidiary that becomes a Material Domestic Subsidiary Co-Borrower, will promptly (and in no event later than ninety (90) days after the Guarantor Trigger Date (or that ceases to be an Excluded Foreign Subsidiary and is a Material Foreign Subsidiarysuch longer period as the Administrative Agent may agree)) or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to this Agreement and the Guarantee and Collateral Agreement Security Documents or execute all such documents or do all such acts 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 in the Capital Stock of such new Restricted Subsidiary which (to the extent of a type included in the definition of “Collateral”) that is owned by the Borrower or any of its SubsidiariesLoan Party, (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the Borrower or such Subsidiary, as the case may be, relevant Loan Party and (iii) cause such new Restricted Subsidiary (Aa) to execute and deliver to the Collateral Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Collateral Agent to become a party Subsidiary Guarantor andor Co-Borrower, (y) a joinder agreement to the Guarantee U.S. Security Agreement, substantially in the form annexed thereto, or additional Foreign Security Documents, to the extent applicable, substantially in the same form as the Foreign Security Documents governed by the laws of such Restricted Subsidiary’s jurisdiction of organization and Collateral executed and delivered by other Loan Parties pursuant to this Agreement and (Bz) a counterpart of the Global Intercompany Note, (b) to take such actions reasonably necessary or reasonably 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 Guarantee and Collateral Agreement U.S. Security Documents or Foreign Security Documents, as applicable, with respect to such new Restricted Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, including (where applicable) the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral U.S. Security Agreement, the U.S. Holdings Pledge Agreement or such other filings as may be required by U.S. Security Documents, the Foreign Security Documents or by law or as may be requested by the Administrative Agent, Collateral Agent and (ivc) to deliver to the Collateral Agent (i) a certificate of such Restricted Subsidiary, substantially in the form of Exhibit D, with appropriate insertions and attachments and (ii) if reasonably requested by the 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 Restricted Subsidiary in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Collateral Agent.
(d) With Subject to and consistent with the Security and Guarantee Principles, with respect to any new Excluded Foreign Non-Guarantor Subsidiary which is a Material Foreign Subsidiary established, created or acquired after the Closing ClosingAmendment No. 3 Effective Date by any Loan Party (including upon the Borrower consummation of a Division) to the extent the Capital Stock of such entity is not an Excluded Asset will use commercially reasonable efforts to promptly (and in no event later than ninety (90) days (or any of its Subsidiaries (which, for such longer period as the purposes of this paragraph (dAdministrative Agent may agree), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly ) (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement this Agreement, any U.S. Security Document or any Foreign Security Document 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 (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, and (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock, Stock (if such Capital Stock is certificatedany), 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, 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, relevant Loan Party and (iii) if requested by the Administrative Agent, cause such Non-Guarantor Subsidiary to deliver to the Administrative Collateral Agent legal opinions relating to a certificate of such Non-Guarantor Subsidiary, substantially in the matters described aboveform of Exhibit D, which opinions shall be in form with appropriate insertions and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agentattachments.
Appears in 1 contract
Sources: Amendment No. 3 (Informatica Inc.)
Additional Collateral, etc. (a) With respect to any Property Collateral acquired after the Closing Date or, in the case of inventory or equipment, any material Collateral moved after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries other Loan Party (other than (x) any Property Collateral described in paragraph paragraphs (b), (c), (d) (e) or (df) below and (y) any Property subject to a Lien expressly permitted by Section 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)of this Section) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a first priority perfected Liensecurity interest, promptly (and, in any event, within 10 days following the date of such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents Security 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 Collateral and (ii) take all actions necessary or reasonably 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, subject to no Liens except as permitted by Section 7.3Collateral, including without limitation, the filing of Uniform Commercial Code UCC 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 or the Collateral Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) Collateral consisting of at least $5,000,000 Material Real Property or any lease of Collateral consisting of Material Real Property acquired or leased after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g))Loan Party, promptly (and, in any event, within 10 days following the date of such acquisition) (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3property 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 property in an amount at least equal to the purchase price of such real estate Material Real Property (or such other amount 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 shall reasonably specify), Surveys, and if applicable, flood insurance, lease estoppel certificates, memoranda or amendments, all in connection accordance with such mortgage or deed of trustthe standards for deliveries contemplated on the Closing Date, each of the foregoing as described in form and substance reasonably satisfactory to the Administrative Agent and Sections 4.02(o) through (r) hereof, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent a and the Collateral Agent legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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, 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 reasonably be expected to result in a material Environmental Liability.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Subsidiary, any Regulated Insurance Subsidiary, any Qualified Insurance Holding Company any TruPS Business Trust or a Premium Finance Co.) created or acquired after the Closing Date by the Borrower (which, for the purposes of this paragraph (c)paragraph, shall include any existing Subsidiary that becomes a Material Domestic Subsidiary or that ceases to be an Excluded Foreign Subsidiary and is or a Material Foreign SubsidiaryRegulated Insurance Subsidiary or ceases to meet the requirement of being a Qualified Insurance Holding Company, TruPS Business Trust or a Premium Finance Co. at any time after the Closing Date) by 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 Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, 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 Collateral Agent the certificates certificates, if any, representing such Capital StockEquity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement (and provide Guarantees of the Obligations) and the Intellectual Property Security Agreements and (B) to take such actions necessary or reasonably 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 Guarantee and Collateral Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, 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 Agreement or by law or as may be requested by the Administrative Agent, Agent or the Collateral Agent 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, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral 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 Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)Domestic 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 Guarantee and Collateral Agreement as the Administrative Agent or the 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 in the Capital Stock of Equity Interests in such new Excluded Foreign Subsidiary which that is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of voting Equity Interests in any such new Excluded Foreign Subsidiary be required to be so pledged), (ii) if certificated, deliver to the Collateral Agent the certificates representing such Equity Interests, 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, 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 security interest of the Collateral Agent thereon and (iii) if requested by the Administrative 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.
(e) With respect to any Regulated Insurance Subsidiary, Premium Finance Co. or TruPS Business Trust created or acquired after the Closing Date by the Borrower or any of its Domestic 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 Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Equity Interests in such new Regulated Insurance Subsidiary, Premium Finance Co. or TruPS Business Trust that is owned by the Borrower or any of its Domestic Subsidiaries provided that such security interest shall remain limited by and subject to any and all Requirements of Law as further set forth in the Guarantee and Collateral Agreement, (ii) if certificated, deliver to the Collateral Agent the certificates representing such Capital StockEquity Interests, 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, 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 security interest of the Collateral Agent thereon and (iii) if requested by the Administrative 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.
(f) With respect to any Qualified Insurance Holding Company created or acquired after the Closing Date by the Borrower or any of 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 Guarantee and Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Equity Interests in such new Qualified Insurance Holding Company that is owned by the Borrower or any of its Domestic Subsidiaries provided that such security interest shall remain limited by and subject to any and all Requirements of Law as further set forth in the Guarantee and Collateral Agreement, (ii) if certificated, deliver to the Collateral Agent the certificates, if any, representing such Capital Stock is certificatedEquity Interests, 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 Guarantee and Collateral Agreement (and provide Guarantees of the Obligations) and the Intellectual Property Security Agreements and (B) to take such other action 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 Guarantee and Collateral Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office and the filing of UCC financing statements in such jurisdictions as may be necessary orrequired by the Guarantee and Collateral Agreement, in the opinion of the Administrative Agent, desirable to perfect the Lien of Intellectual Property Security Agreement or by law or as may be requested by the Administrative Agent thereon, or the Collateral Agent and (iiiiv) if requested by the Administrative 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.
Appears in 1 contract
Sources: Credit Agreement (Affirmative Insurance Holdings Inc)
Additional Collateral, etc. (a) With respect to any Property acquired after To the Closing Date by extent the Borrower or any Guarantor is required to ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its Material Domestic Subsidiaries property or its assets in order to secure the Obligations pursuant to clause (other than (xi) of Section 6.6, the Borrower shall, and shall cause any Property described in paragraph (b)such Guarantor to, (c) or (d) below at the Borrower’s sole cost and (y) any Property subject to a Lien expressly permitted by Section 7.3(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 Lienexpense, promptly (i) execute and deliver to in any event simultaneously with the Administrative Agent grant of any such amendments to the Guarantee and Collateral Agreement Initial Lien (or such other documents longer period as the Administrative Agent deems necessary or advisable may agree in order to grant to the Administrative Agentwriting)), for the benefit of the Lenders, a security interest in such Property and (iii) take all such 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, with the priority required by Section 6.6 (subject to no Liens except as permitted by pursuant to Section 7.36.6) in the property or assets subject to the applicable Initial Lien, including without limitation, the filing of Uniform Commercial Code financing statements statements, filings related to aircraft and related assets with the Federal Aviation Administration and International Registry, or other filings or registrations in such jurisdictions any applicable U.S. or non-U.S. jurisdiction as may be required by the Guarantee and Collateral Agreement applicable Security Documents or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or if reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 with customary exceptions and qualificationssubstance, 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 Agentany Aviation Assets, other than Specified Collateral, are subject to such Initial Lien, deliver a customary intercreditor agreement that is reasonably acceptable to the Administrative Agent legal opinions relating and the Borrower, between the Administrative Agent and the collateral agent or other representative of holders of Indebtedness secured by such Initial Lien, and which shall provide that the Initial Lien on such Aviation Assets, other than Specified Collateral, shall rank junior in priority to the matters described aboveLiens on such Aviation Assets, which opinions shall be in form and substance and with customary exceptions and qualificationsother than Specified Collateral, and from counsel, reasonably satisfactory granted to the Administrative AgentAgent in order to secure the Obligations. For the avoidance of doubt, the restrictions in this Section 5.10 shall not apply to Liens on Bridge Collateral securing the Bridge Indebtedness.
(b) For the avoidance of doubt, in addition to any additional Collateral resulting from clause (a) above, the Collateral shall include any property of a Grantor upon which a Lien is purported to be created by any Security Document (including any Pledge Agreement).
Appears in 1 contract
Sources: Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Material Domestic 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 7.3(g), (my) 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 (if such Lien was granted 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 transaction comparable security interest therein is excessive in relation to that permitted by Section 7.3(g)) or (p)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 Guarantee and 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 LendersSecured Parties, a security interest in such Property property 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 any such Property, subject to no Liens except as permitted property (with the priority required by Section 7.3the Intercreditor Agreement), 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 requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent[reserved].
(c) With respect to any new Domestic Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that becomes a Material Domestic Subsidiary or that is not an Excluded Subsidiary and any existing Domestic Subsidiary that ceases to be an Excluded Foreign Subsidiary), within forty-five (45) days after the creation or acquisition of such new Domestic Subsidiary and is a Material Foreign Subsidiary(or such later date as the Administrative Agent shall agree to in its sole discretion) or any of its Subsidiaries, promptly (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 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 (if any) representing such Capital Stock, 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 Guarantee and Collateral Agreement and 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (which, for the purposes of this paragraph (d), ) shall include any existing Excluded Foreign Subsidiary that becomes a Material CFC Holding Company or a Foreign Subsidiary), promptly 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 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 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 such 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 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 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent’s security interest therein.
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 Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 Guarantee and Collateral Security 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 property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first (to the extent required by the applicable Security Document) second priority security interest in such Property, property (subject only to no Liens except as permitted by Section 7.3the ABL/Term Loan Intercreditor Agreement and the First Lien/Second Lien Intercreditor and Subordination Agreement and Permitted Liens), including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee Security Agreement or by law or as may reasonably be requested by the Administrative Agent or the Collateral Agent.
(b) With respect to any Real Property (other than an Excluded Owned Real Property) acquired at any 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 Administrative Agent in its reasonable discretion, (i) execute and deliver a Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such interest in Real Property, along with the corresponding Real Property Deliverables, each 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 under Section 8.02, against such Real Property, (ii) provide the Lenders a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination indicating whether the Mortgaged Property is in a flood zone and (iii) if applicable, deliver to the Collateral Agent evidence of flood insurance as required by the National Flood Insurance Program as set forth in the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973, the National Flood Insurance Reform Act of 1994 and the Flood Insurance Reform Act of 2004, each as amended and in effect, 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 or the Collateral Agent.
(c) With respect to any new Subsidiary Guarantor created or acquired after the Closing Date (or any Wholly-Owned Domestic 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 Wholly-Owned Domestic Subsidiary that becomes a Subsidiary Guarantor, the date that such Subsidiary becomes a Subsidiary Guarantor) (as such date may be extended from time to time by the Administrative Agent in its sole discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to this Agreement and the Security Agreement and the other Loan Documents as the Administrative Agent or the Collateral Agent deems reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected second priority security interest in the Capital Stock of such new Subsidiary Guarantor that is owned by any Loan Party (subject, as to priority, only to Permitted Liens and, to the extent provided in the ABL/Term Loan Intercreditor Agreement, Permitted Liens in favor of the Revolving Facility Agent securing Revolving Facility Priority Collateral and, to the extent provided in the First Lien/Second Lien Intercreditor and Subordination Agreement, Permitted Liens in favor of the First Lien Agent), (ii) deliver to the Collateral Agent (or the Revolving Facility Agent or First Lien Agent, as applicable) the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party and (iii) cause such new Subsidiary Guarantor (A) to execute and deliver to the Administrative Agent and the Collateral Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent or the Collateral Agent to become a Subsidiary Guarantor and (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (B) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected (if and to the extent required by such Security Document) second priority security interest (subject to the ABL/Term Loan Intercreditor Agreement, the First Lien/Second Lien Intercreditor and Subordination Agreement and the Permitted Liens) in the Collateral described in the Security Agreement with respect to such new Subsidiary Guarantor, including the filing of UCC financing statements in such jurisdictions as may reasonably be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after Agent or the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Collateral Agent in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, 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 property in an amount equal to the purchase price of such real estate as well as a current ALTA survey thereof, together with a surveyor's certificate and (yC) 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 deliver to the Administrative Agent and (iii) if requested the Collateral Agent a certificate of such Subsidiary Guarantor, substantially in the form of the certificate provided by the Administrative AgentLoan Parties on the Closing Date pursuant to Section 6.01, deliver to the Administrative Agent a legal opinion relating to the enforceability of such mortgage which opinion shall be in form with appropriate insertions and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agentattachments.
(cd) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Excluded Foreign Subsidiary and described in clause (i) of the definition of Excluded Foreign Subsidiary) Subsidiary that is owned directly by a Loan Party 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 SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Security Agreement as the Administrative Agent or Collateral Agent reasonably deems necessary or reasonably advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first second priority security interest (subject, as to priority, only to Permitted Liens and, to the extent provided in the ABL/Term Loan Intercreditor Agreement, Permitted Liens in favor of the Revolving Facility Agent securing Revolving Facility Priority Collateral and to the extent provided in the First Lien/Second Lien Intercreditor and Subordination Agreement, Permitted Liens in favor of the First Lien Agent) in no more than 65% of the total outstanding voting Capital Stock of any such Excluded Foreign Subsidiary and 100% of the total outstanding non-voting Capital Stock of such new Subsidiary which is owned by the Borrower or any of its SubsidiariesExcluded Foreign Subsidiary, and (ii) deliver to the Administrative Collateral Agent (or the Revolving Facility Agent or First Lien Agent, as applicable) the certificates (if any) representing such Capital Stock, 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, (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 advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, 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 Guarantee and 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agentrelevant Loan Party.
(de) With respect to any new Excluded Foreign Subsidiary which is a Material Foreign Non-Guarantor Restricted Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (which, for the purposes of this paragraph (d), shall include but excluding any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to this Agreement and the Guarantee and Collateral Security Agreement as the Collateral Agent or the Administrative 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 second priority security interest (subject, as to priority, only to Permitted Liens and, to the extent provided in the ABL/Term Loan Intercreditor Agreement, Permitted Liens in favor of the Revolving Facility Agent securing Revolving Facility Priority Collateral and to the extent provided in the First Lien/Second Lien Intercreditor and Subordination Agreement, Permitted Liens in favor of the First Lien Agent) in the Capital Stock of such new Non-Guarantor Restricted 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 and (ii) deliver to the Administrative Collateral Agent (or the Revolving Facility Agent or First Lien Agent, as applicable) the certificates representing such Capital Stock, Stock (if such Capital Stock is certificatedany), 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, and take such other action as may be necessary or, in the opinion relevant Loan Party. Each of the Administrative Agent, desirable to perfect the Lien of Lenders hereby authorize the Administrative Agent thereonand 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) The Loan Parties shall (i) establish and maintain cash management services of a type and on terms reasonably satisfactory to the Agents at one or more of the banks set forth on Schedule 7.08(f)(each a “Cash Management Bank”) and (ii) except as otherwise provided under this Section 7.08(f), deposit or cause to be deposited promptly, and in any event no later than the next Business Day after the date of receipt thereof, all proceeds in respect of any Collateral, all collections (iiiof a nature susceptible to a deposit in a bank account) if requested and all other amounts received by any Loan Party in excess of $120,000 (including payments made by account debtors directly to any Loan Party) into a Cash Management Account. Within 45 days after the Administrative AgentClosing Date, the Loan Parties shall, with respect to each Cash Management Account (other than Excluded Accounts), deliver to the Administrative Collateral Agent legal opinions relating a Control Agreement with respect to such Cash Management Account. From and after the matters described abovedate that is 45 days following the Closing Date, which opinions the Loan Parties shall not maintain, and shall not permit any of their Restricted Subsidiaries to maintain, cash, Cash Equivalents or other amounts in any deposit account or securities account, unless the Collateral Agent shall have received a Control Agreement in respect of each such Cash Management Account (other than Excluded Accounts). So long as no Default or Event of Default has occurred and is continuing, Borrower may amend Schedule 7.08(f) to add or replace a Cash Management Bank or Cash Management Account; provided, however, that (i) such prospective Cash Management Bank shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Collateral Agent and the First Lien Agent, and the Collateral Agent and the First Lien Agent shall have consented in writing in advance to the opening of such Cash Management Account with the prospective Cash Management Bank, and (ii) promptly, and in any event within 5 Business Days, following the opening of such Cash Management Account, each Loan Party and such prospective Cash Management Bank shall have executed and delivered to the Collateral Agent a Control Agreement. Each Loan Party shall close any of its Cash Management Accounts (and establish replacement cash management accounts in accordance with the foregoing sentence) promptly and in any event within 30 days of notice from the Collateral Agent that the creditworthiness of any Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment, or that the operating performance, funds transfer, or availability procedures or performance of such Cash Management Bank with respect to Cash Management Accounts or the Collateral Agent’s liability under any Control Agreement with such Cash Management Bank is no longer acceptable in the Collateral Agent’s reasonable judgment.
(g) For the avoidance of any doubt, the Loan Parties shall have no obligation to grant a security interest to the Collateral Agent in any Collateral that would constitute Excluded Assets.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Material Domestic 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 7.3(g), (mC) 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, (if such Lien was granted 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 transaction comparable security interest therein is excessive in relation to the value of the security to be afforded thereby and (E) any property that permitted by Section 7.3(g)) or is Excluded Property (pas 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 Guarantee and 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 LendersSecured Parties, a security interest in such Property property 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 any such Property, subject to no Liens except as permitted property (with the priority required by Section 7.3the Intercreditor Agreement), 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 requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material new Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party (which, for the purposes of this paragraph (c), shall include (1) any existing Subsidiary that becomes a Material Domestic Subsidiary or that is not an Excluded Subsidiary and (2) any existing Domestic Subsidiary that ceases to be an Excluded Foreign Subsidiary), within thirty (30) days after the creation or acquisition of such new Domestic Subsidiary and is a Material Foreign Subsidiary(or such later date as the Administrative Agent shall agree to in its sole discretion) or any of its Subsidiaries, promptly (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 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, 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 Guarantee and Collateral Agreement and 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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, 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agentattachments.
(dc) With respect to any new Excluded Foreign Subsidiary which is a Material CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (which, for the purposes of this paragraph (d), ) shall include any existing Excluded Foreign Subsidiary that becomes a Material CFC Holding Company or a Foreign Subsidiary), promptly 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 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 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 such 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 substance and with customary exceptions and qualifications, 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 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 7.3(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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a 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 Lenders, a perfected first priority security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Unqualified Subsidiary) created or acquired after the Closing Date by the Borrower Hanover or any of its Qualified Subsidiaries (which, for the purposes of this paragraph (cb), 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 Unqualified Subsidiary) or any of its Subsidiaries), promptly (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 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 Hanover or any of its Subsidiaries, (ii) if requested by the Administrative Agent or the Required Lenders, 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 Hanover or the Borrower or such relevant Subsidiary, as the case may be, and (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 advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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. The parties hereto acknowledge that the Guarantee and Collateral Agreement provides that each such Subsidiary shall be required to pledge its assets as provided therein but shall not be required to guarantee payment of obligations pursuant thereto unless (i) such Subsidiary guarantees payment of all or any portion of the Guaranteed Obligations, as defined in the 2001A Participation Agreement and the 2001B Participation Agreement, or (ivii) if such Subsidiary is requested to become a guarantor by the Administrative Agent, deliver to Agent or the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative AgentRequired Lenders.
(db) With respect to any new Excluded Foreign Subsidiary which is a Material Foreign Unqualified Subsidiary created or acquired after the Closing Date by the Borrower Hanover or any of its Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower Hanover or any of its Subsidiaries Subsidiary that is not an Excluded Unqualified Subsidiary (provided that in no event shall (a) more than 6566% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged and (b) the Capital Stock of Subsidiaries not directly owned by Hanover, HCLP or any Qualified Subsidiary be required to be pledged), and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Hanover or the Borrower or such relevant Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein.
(c) With respect to any fee interest in any real property located in the United States having a book value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by Hanover or any Subsidiary (other than (x) any such real property subject to a Lien expressly permitted by Section 8.3(p) and (y) real property acquired by any Excluded Unqualified 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) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent thereonin connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property new Subsidiary (other than an Excluded Unqualified Subsidiary) created or acquired after the Corporate Credit Agreement Closing Date by the Borrower Hanover or any of its Material Domestic Qualified Subsidiaries (other than (x) any Property described in which, for the purposes of this paragraph (b), (c) or (d) below and (y) shall include any Property subject existing Subsidiary that ceases to a Lien expressly permitted by Section 7.3(gbe an Excluded Unqualified Subsidiary), (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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a 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 Lenders, a perfected first priority security interest in the Capital Stock of such Propertynew Subsidiary that is owned by Hanover or any of its Subsidiaries, subject (ii) if requested by the Administrative Agent or the Required Lenders, deliver to no Liens except as permitted the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by Section 7.3a duly authorized officer of Hanover or the relevant Subsidiary, and (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. The parties hereto acknowledge that the Guarantee and Collateral Agreement provides that each such Subsidiary shall be required to pledge its assets as provided therein but shall not be required to guarantee payment of obligations pursuant thereto unless (i) such Subsidiary guarantees payment of all or any portion of the Guaranteed Obligations, as defined in the 2001A Participation Agreement and the 2001B Participation Agreement, or (ii) such Subsidiary is requested to become a guarantor by the Administrative Agent or the Required Lenders.
(b) With respect to any new Excluded Unqualified Subsidiary created or acquired after the Corporate Credit Agreement Closing Date by Hanover or any Subsidiary, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by Hanover or any Subsidiary that is not an Excluded Unqualified Subsidiary (provided that in no event shall (a) more than 66% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged and (b) the Capital Stock of Subsidiaries not directly owned by Hanover, HCLP or any Qualified Subsidiary be required to be pledged), and (ii) if requested by the Administrative Agent or the Required Lenders, 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 Hanover or the relevant Subsidiary, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent's security interest therein.
(c) With respect to any fee interest in any real property located in the United States having a purchase price book value (together with improvements thereof) of at least $5,000,000 1,000,000 acquired after the Corporate Credit Agreement Closing Date by the Borrower Hanover or any of its Material Domestic Subsidiaries Subsidiary (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g)8.3(p) and (y) real property acquired by any Excluded Unqualified Subsidiary), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, 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 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 a legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
7. Amendments to Section 11 of each of the Synthetic Guarantees.
(a) Subsection 11.1 of each of the Synthetic Guarantees is hereby amended by deleting such Section in its entirety and adding the following in its place:
Appears in 1 contract
Sources: Amendment (Hanover Compressor Co /)
Additional Collateral, etc. The Borrower will, and will cause each of its Subsidiaries to,
(a) With with respect to any Property property acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than (x) any Property property described in paragraph (b), ) or (c) or (d) below and below, (y) any Property property subject to a Lien expressly permitted by Section 7.3(g), 6.3(g) and (mz) (if such Lien was granted in a transaction comparable to that permitted any property specifically excluded from the Collateral by Section 7.3(g)) or (p)the terms of 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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all other actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, subject to no Liens except as permitted by Section 7.3property, 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.
(b) With with respect to any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 1,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any Subsidiaries, such real property subject to a Lien expressly permitted by Section 7.3(g)), Loan Party will promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, subject to no Liens except as permitted by Section 7.3together with a Mortgage Recording Certificate with respect thereto, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real 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 tenant 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 customary form and substance reasonably satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent a customary legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With with respect to any new Subsidiary (other than 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, such Loan Party will promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems reasonably 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 that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and Agreement, (B) to take such actions as the Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 AgentAgent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit E, with appropriate insertions and attachments, 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 with customary exceptions and qualificationssubstance, 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
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 the Borrower or any of its Material Domestic Subsidiaries (other than (x) any Property described in paragraph (b), ) or (c) of this Section) of the Borrower or (d) below and (y) any Property subject of its Subsidiaries is required to a Lien expressly permitted by Section 7.3(g), (m) (if such Lien was be granted in a transaction comparable to that permitted connection with any Optional Term Loan Amendment executed and delivered by Section 7.3(g)) or (p)) 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 Guarantee and 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 and (ii) take all actions necessary or reasonably 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 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 Guarantee and 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 property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date Capital Stock owned by the Borrower or any of its Material Domestic Subsidiaries (other than is required to be granted in connection with any such real property subject to a Lien expressly permitted Optional Term Loan Amendment executed and delivered by Section 7.3(g)), promptly (i) execute the Borrower and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 SubsidiariesOptional Term Loan Tranche, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Pledge Agreement as the Administrative 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 in such Capital Stock (provided that in no event shall more than 65% of the total outstanding Capital Stock of such new any Excluded Foreign Subsidiary which is owned by the Borrower or any of its Subsidiariesbe required to be so pledged), (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the 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 new Subsidiary pledged Capital Stock (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to Property of such new Subsidiary, subject to no Liens except as permitted by Section 7.3issuer, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(dc) With respect to To the extent that a security interest in any new Excluded Foreign Subsidiary which is a Material Foreign Subsidiary created or acquired after the Closing Date by fee interest in any real property of the Borrower or any of its Subsidiaries (which, for is required to be granted in connection with any Optional Term Loan Amendment executed and delivered by the purposes of this paragraph (d), shall include Borrower and the Administrative Agent relating to any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)Optional Term Loan Tranche, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to a first priority Mortgage in favor of the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the 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 (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)real property, (ii) deliver if requested by the Administrative Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor's certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the 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 substance and with customary exceptions and qualificationssubstance, 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 Restatement Date by the Borrower or any of its Material Domestic Subsidiaries Loan Party (other than (x) any Property property described in paragraph (b), (c) or (d) below and or (y) any Property property subject to a Lien expressly permitted by Section 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p6.2(f)) 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 such amendments to the Guarantee and Collateral Security Agreement or Mortgages and such other documents as the Administrative Agent deems are necessary or advisable in order or required by applicable law to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or reasonably advisable or required by applicable law to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, subject to no Liens except as permitted by Section 7.3property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be requested by the Administrative AgentRequired Lenders.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g))After-Acquired Property, promptly (i) deliver an amended and restated version of Schedule 1.1B which shall include a legal description of such After-Acquired Property, (ii) unless directed otherwise by the Agent, deliver a Phase I environmental assessment with respect to such After-Acquired Property, (iii) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, subject to no Liens except as permitted by Section 7.3After-Acquired Property, (iiiv) if requested by the Administrative Agent, provide the Lenders Agent with (x) title and extended coverage insurance covering such real property After-Acquired Property in an amount at least equal to the purchase price of such real estate property (or such other amount as well as a current ALTA survey thereof, together with a surveyor's certificate shall be reasonably specified by the Required Lenders) and (y) any consents or and estoppels reasonably deemed necessary or advisable or required by the Administrative Agent applicable law in connection with such mortgage or deed of trustMortgage, each of the foregoing in form form, scope and substance reasonably satisfactory to the Administrative Agent Required Lenders and (iiiv) if requested by the Administrative Agent, deliver to the Administrative Agent a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form form, scope and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect Required Lenders. Notwithstanding anything to the contrary contained herein or in the UCC, the Agent shall not have any new Subsidiary (other than 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 obligation to be an Excluded Foreign Subsidiary and is a Material Foreign Subsidiary) or any of its Subsidiaries, promptly (i) execute and deliver to prepare, record, file, re-record, or re-file any financing statement, perfection statement, continuation statement or other instrument in any public office or for otherwise ensure the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary perfection, maintenance, priority or reasonably advisable in order to grant to the Administrative Agent, for the benefit enforceability of the Lenders, a perfected first priority any security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower granted pursuant to, or contemplated by, any of its SubsidiariesLoan Document, (ii) deliver take any necessary steps to the Administrative Agent the certificates representing such Capital Stockpreserve rights against any parties with respect to any Collateral, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) take any action to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit protect against any diminution in value 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, 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 Guarantee and 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative AgentCollateral.
(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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Cadiz Inc)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by any Loan Party of the Borrower or any of its Material Domestic Subsidiaries type that would have constituted Collateral on the Closing Date (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 7.3(g7.3(c), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)d) or (pe)) 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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property property and (ii) take all actions necessary or reasonably advisable required by the Security Documents to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such Propertyproperty (in the case of Collateral other than Pledged Stock, subject only 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 Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any fee-owned real property, easement property, or leased real property acquired after the Closing Date by any Loan Party (other than (x) any fee-owned real property, easement property, or leased real property (including terminal and storage facilities) having a purchase price value (together with improvements thereof) of at least less than $5,000,000 acquired after 1,500,000, provided that the Closing Date by aggregate value of all such properties shall not exceed $20,000,000 as of the Borrower date a Compliance Certificate is delivered, or any of its Material Domestic Subsidiaries (other than required to be delivered, to the Administrative Agent pursuant to Section 6.2(a); provided, further, that if any such properties were acquired within 30 days prior to the date a Compliance Certificate is delivered, or required to be delivered, to the Administrative Agent pursuant to Section 6.2(a), the value of such properties shall be excluded from the limitation in the immediately preceding proviso so long as Mortgages with respect to such properties are in process pursuant to Section 6.9(a), and (y) any such interest in real property subject to a Lien expressly permitted by Section 7.3(g7.3(c), (d) or (e)), promptly (ibut, subject to Section 6.5(d), no later than 30 days after the acquisition thereof (as such period may be extended by the Administrative Agent in its sole discretion)) execute and deliver a first priority mortgage in a form reasonably satisfactory (subject only to the Administrative Agent Customary Permitted Liens) Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such interest in real property, subject to no Liens except as permitted by Section 7.3, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such interest in real property in an amount equal to the purchase price of such interest in 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 a legal opinion relating to the enforceability of such mortgage opinions, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Restricted Subsidiary that is a Wholly Owned Subsidiary of the Borrower (other than any non-Material Domestic Subsidiary, non-Material Foreign an Immaterial Subsidiary and or an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Group Member (which, for the purposes of this paragraph (c), shall include include, for the avoidance of doubt, any existing Restricted Subsidiary that becomes a Material Domestic Subsidiary or that ceases to be an Immaterial Subsidiary or 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Restricted Subsidiary which that is owned by the Borrower or any of its SubsidiariesGroup 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 Borrower or such Subsidiaryrelevant Group Member, as the case may be, (iii) cause such new Restricted Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) Agreement, to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new SubsidiaryRestricted Subsidiary (in the case of Collateral other than Pledged Stock, subject only to no Liens except as permitted by Section 7.3), including, without limitation, 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 AgentAgent and to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially in the form of Exhibit D, 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 with customary exceptions and qualificationssubstance, 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 Subsidiaries Group Member (which, for the purposes of this paragraph (d), shall include other than by any existing Group Member that is an Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly (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 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 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 Restricted Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the 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 Agent, desirable to perfect the Lien of the Administrative Agent thereonAgent’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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) Promptly, upon the reasonable request of the Administrative Agent or any Lender, at Borrower’s expense, execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, and thereafter register, file or record, or cause to be registered, filed or recorded, in an appropriate governmental office, any document or instrument supplemental to or confirmatory of the Security Documents or otherwise deemed by the Administrative Agent reasonably necessary or desirable for the continued validity, perfection and priority of the Liens on the Collateral covered thereby subject to no other Liens except as permitted by Section 7.3 in the case of Collateral other than Pledged Stock, or use commercially reasonable efforts to obtain any consents or waivers as may be necessary or appropriate in connection therewith. Use commercially reasonable efforts to deliver or cause to be delivered to the Administrative Agent from time to time such other documentation, consents, authorizations, approvals and orders in form and substance reasonably satisfactory to the Administrative Agent as the Administrative Agent shall reasonably deem necessary to perfect or maintain the Liens on the Collateral pursuant to the Security Documents. Upon the exercise by the Administrative Agent of any power, right, privilege or remedy pursuant to any Loan Document which requires any consent, approval, registration, qualification or authorization of any Governmental Authority execute and deliver all applications, certifications, instruments and other documents and papers that the Administrative Agent may require. If the Administrative Agent or the Required Lenders determine that they are required by a Requirement of Law to have appraisals prepared in respect of the real property of any Loan Party constituting Collateral, Borrower shall provide to the Administrative Agent appraisals that satisfy the applicable Requirements of Law.
Appears in 1 contract
Sources: Credit Agreement (Blueknight Energy Partners, L.P.)
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 Material Domestic 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 7.3(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, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and 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 Collateral and (ii) take all actions necessary or reasonably advisable 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 PropertyCollateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to no Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens except as permitted by Section 7.3set forth in clause (g) of the definition thereof and with respect to any 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 Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, the 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) in respect of any Counterparty Accounts and (y) on and after the Sixth Amendment Effective Date). 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 Except during a Collateral Release Period, with respect to any fee interest in any Collateral consisting of real property having a purchase price (together with improvements thereof) or any lease of at least $5,000,000 Collateral consisting of real property acquired or leased after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries other Loan Party or which becomes Collateral pursuant to the definition thereof (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)Excluded Perfection Assets), promptly (and, in any event, subject to the last sentence of this Section 5.09(b), 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 a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3property 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 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, the Collateral Agent or the Collateral Trustee, which may be the value of the generation assets, if applicable, situated thereon), together with such endorsements as are reasonably required by the Administrative Agent, the Collateral Agent or the Collateral Trustee and are obtainable in the State in which such Mortgaged Property is located, as well as a current ALTA survey thereofthereof complying with the requirements set forth in Schedule 5.09(b) 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, the Collateral 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, the Collateral 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, the Collateral Agent a and the Collateral Trustee legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Trustee and (v) deliver to the Administrative Agent a notice identifying the consultant’s reports, environmental site assessments or other documents 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. 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 Fifth Amendment Effective Date unless the Administrative Agent has provided each Revolving Lender, by way of posting such materials on the Approved Electronic Platform, at least ten (10) Business Days prior to entering into such Mortgage, (x) a completed a “life of loan” standard flood hazard determination with respect to such real property from a third-party vendor if such Mortgaged Property relates to a property not located in a “special flood hazard area” or (y) a completed a “life of loan” standard flood hazard determination with respect to such real property from a third-party vendor as well as the documentation listed in clause (iii) hereof if such Mortgaged Property relates to a property located in a “special flood hazard area” and the 60-day period set forth in the first sentence of this Section 5.09(b) shall be automatically extended, as necessary, to accommodate the notice period set forth in this sentence.
(c) With Except during a Collateral Release Period (other than for purposes of providing Guarantees of the Guaranteed Obligations hereunder), with respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign an Unrestricted Subsidiary and or an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower (which, for the purposes of this paragraph (cSection 5.09(c), shall include any existing Subsidiary that becomes a Material Domestic Subsidiary or that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary and is a Material Foreign or an Excluded Project 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 longer period as consented to by the Administrative Agent in its sole discretion), (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent, the Collateral 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 StockEquity 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 Guarantee and Collateral Agreement to, among other things, provide Guarantees of the Guaranteed Obligations hereunder, the Collateral Trust Agreement and the Intellectual Property Security Agreements and (B) to take such actions necessary or reasonably advisable 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 Agreement with respect to such new Subsidiary that is not an Excluded Subsidiary, subject including 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), the execution and delivery by all necessary Persons of Control Agreements (other than (x) with respect to no Liens except as permitted by Section 7.3, including, without limitation, any Counterparty Accounts and (y) on and after the Sixth Amendment Effective Date) and the filing of Uniform Commercial Code UCC 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, the Collateral Agent or the Collateral Trustee and (iv) if requested by deliver to the Administrative Agent, deliver to the Administrative Collateral 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Trustee.
(d) With Except during a Collateral Release Period, with respect to any new Excluded Foreign Subsidiary which is a Material Foreign (other than an Unrestricted Subsidiary or an Excluded Subsidiary pursuant to clause (b) or (c) of the definition thereof) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)Subsidiaries, promptly (and, in any event, within 20 Business Days following such creation or the date of such acquisition or such longer period as consented to by the Administrative Agent in its sole discretion) (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent, the Collateral 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 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 that in no event shall more than 6566% 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 such Capital Stock is certificatedEquity 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 Agent, the Collateral Agent or the Collateral Trustee, desirable to perfect the Lien security interest of the Administrative Agent thereon, Collateral Trustee thereon and (iii) if requested by deliver to the Administrative Agent, deliver to the Administrative Collateral 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Trustee.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, 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 Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 Guarantee and Collateral Security 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 property and (ii) take all actions reasonably necessary or reasonably 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 no Liens except as permitted by Section 7.3property, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee Security 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 by any Loan Party on the Closing Date having a fair market value (together with improvements thereof) of at least $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) and owned in fee by any Loan Party (or owned by any Restricted Subsidiary that becomes a Loan Party after the Closing 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 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 Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such interest in Real Property, along with a corresponding UCC fixture filing for filing in the applicable jurisdiction (if the Mortgage does not constitute a UCC fixture filing in such jurisdiction), each 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, (ii) 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, it is understood and agreed that all Initial Mortgaged Properties shall be owned by one or more Loan Parties.
(c) (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 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 Administrative Agent in its sole discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent or the Collateral Agent deems reasonably 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 new Subsidiary Guarantor that is owned by any Loan Party, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party and (iii) cause such new Subsidiary Guarantor (a) 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 Subsidiary Guarantor and (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the 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 Agreement with respect to such new Subsidiary Guarantor, including the filing of UCC financing statements in such jurisdictions as may reasonably be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
Agent or the Collateral Agent and (bc) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent and the Collateral Agent (i) a certificate of such Subsidiary Guarantor, substantially in favor the form of the Administrative Agentcertificate provided by the Loan Parties on the Closing Date pursuant to Section 6.01(i), for the benefit of the Lenders, covering such real property, subject to no Liens except as permitted by Section 7.3, with appropriate insertions and attachments and (ii) if reasonably requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering a legal opinion from counsel to such real property in an amount equal to the purchase price of such real estate 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 new Subsidiary Guarantor in form and substance reasonably satisfactory to the Collateral Agent. Each of the Lenders hereby authorize each Administrative Agent and (iii) if requested by the Administrative AgentCollateral Agent to enter into any such amendments, deliver 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 a legal opinion relating and the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory other Loan Documents solely to implement the Administrative Agentforegoing.
(cd) With (x) with respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Excluded Foreign Subsidiary and described in clause (i) of the definition of Excluded Foreign SubsidiarySubsidiary 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 (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 SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Security Agreement as the Administrative Agent or Collateral Agent reasonably 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 (subject to the Liens permitted hereunder) in no more than 65% of the total outstanding voting Capital Stock of any such Excluded Foreign Subsidiary 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 new Excluded Foreign Subsidiary which is in each case, to the extent owned by the Borrower one or any of its Subsidiariesmore Loan Parties, and (ii) deliver to the Administrative Collateral Agent the certificates (if any) representing such Capital Stock, 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 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 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) cause enter into any such new Subsidiary (A) amendments, modifications, or other changes to become a party to the Guarantee and Collateral this Agreement and (B) any other Loan Document reasonably requested by the Collateral Agent in its reasonable discretion in order to take address any matters in connection with, or related to, such actions necessary or reasonably advisable to grant to Excluded Foreign Subsidiary becoming a Subsidiary Guarantor under the Loan Documents. Each of the Lenders hereby authorize the Administrative Agent for and the benefit Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the Lenders a perfected first priority security interest in other Loan Documents solely to implement the Collateral described in the Guarantee and Collateral Agreement foregoing.
(e) (x) with respect to such new any Non-Guarantor Subsidiary acquired by a Loan Party in connection with the Specified Acquisition (but excluding any Unrestricted Subsidiary, subject any Excluded Foreign Subsidiary and any Subsidiary which would be a Subsidiary Guarantor but for clause (vi) in the definition thereof to no Liens except as permitted the extent a pledge of the Capital Stock of such entity is prohibited by Section 7.3its 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), including, without limitation, on 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, Delayed Draw Funding Date and (ivy) 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 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 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 Borrower 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 Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign SubsidiaryRestricted Subsidiaries) party thereto which consent has not been obtained), promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to this Agreement and the Guarantee and Collateral Security Agreement as the Collateral Agent or the Administrative 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 (subject to the Liens permitted hereunder) 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 and (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock, Stock (if such Capital Stock is certificatedany), together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the Borrower or such Subsidiary, as relevant Loan Party. Notwithstanding anything to the case may be, and take such other action as may be necessary or, contrary in the opinion of foregoing clauses (c) and (d), the Administrative Agent, desirable to perfect the Lien of Borrower may notify the Administrative Agent thereonat 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) if enter into any such amendments, modifications, or other changes to this Agreement and any other Loan Document reasonably requested by the Administrative AgentCollateral Agent in its reasonable discretion in order to address any matters in connection with, deliver to or related to, such Excluded Foreign Subsidiary becoming a Subsidiary Guarantor under the Loan Documents. Each of the Lenders hereby authorize the Administrative Agent legal opinions relating 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 matters described abovecontrary, which opinions (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 substance and 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 customary exceptions and qualificationsrespect to any Intellectual Property registered, and from counsel, reasonably satisfactory to 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 Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)) as to which 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 Guarantee and Collateral Agreement Security 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 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, property (subject only to no Liens except as permitted by Section 7.3applicable Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security 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 property having a purchase price (together with improvements thereof) of at least $5,000,000 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 Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(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 a form reasonably satisfactory to any event within 90 days of the date of delivery of such certificate, take all actions necessary and requested by the Administrative Agent in favor of to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real property, a perfected first-priority Lien on and security interest in additional Oil and Gas Properties not already subject to no Liens except as permitted by Section 7.3the Lien of the Mortgages (subject only to applicable Permitted Liens) such that after giving effect thereto, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount equal proved reserves attributable to the purchase price Mortgaged Properties will represent at least 80% of each such real estate as well as a current ALTA survey thereoftotal value, together with a surveyor's certificate including without limitation executing Mortgages and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of trustother applicable Security Documents, 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 a legal opinion relating to the enforceability of such mortgage which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 non-Material Domestic of the following actions and (z) in the case of clause (iii) below, a Foreign Subsidiary, non-Material and in the case of all clauses below, an Immaterial Foreign Subsidiary and or an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower including without limitation pursuant to Section 7.02(h), (which, for the purposes of this paragraph (c)paragraph, shall include any existing Subsidiary that becomes a Material Domestic Subsidiary or that ceases to be an Immaterial Foreign Subsidiary or an Excluded Foreign Subsidiary and is a Material Foreign Subsidiary) or ), by any of its SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent such amendments or addendums to the Guarantee and Collateral Agreement Security Documents 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 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 StockEquity 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 Guarantee Guaranty and Collateral Agreement the Security Documents and (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 collateral described in the Guarantee and Collateral Agreement Security Documents with respect to such new Subsidiary, Subsidiary (subject only to no Liens except as permitted by Section 7.3applicable Permitted Liens), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security 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 with customary exceptions and qualificationssubstance, 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 which is a Material (other than an Immaterial Foreign Subsidiary Subsidiary) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries (whichLoan Party, for the purposes of this paragraph (dincluding without limitation pursuant to Section 7.02(h), shall include and (ii) any existing Excluded Foreign Subsidiary that becomes of a Material Loan Party which Subsidiary is existing on the Closing Date but whose Equity Interests are not subject to a Foreign Pledge Agreement, if such Excluded Foreign Subsidiary ceases to be an Immaterial Foreign Subsidiary), promptly (iA) execute and deliver to the Administrative Agent such amendments or addendums to the Guarantee and Collateral Agreement Security Documents or such other documents as the Administrative Agent deems necessary or reasonably 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 such Capital Stock is certificatedEquity 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 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 customary exceptions respect to New Dive and qualificationssuch 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 Material Domestic 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 7.3(g), ) and (mz) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a 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 Lenders, a perfected first priority security interest in such Property, 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 Guarantee and 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 property having a purchase price (estate which, together with any related parcel of real estate not yet subject to a Mortgage, has a value (determined inclusive of any improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property estate subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory or deed of trust (subject only to the Administrative Agent Liens permitted by Section 7.3) in favor of the Administrative Agent, for the benefit of the Lenders, covering such real propertyestate, subject in form and substance reasonably satisfactory to no Liens except as permitted by Section 7.3the Administrative Agent, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property 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 a legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance and with customary exceptions and qualifications, 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 Material Domestic 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 7.3(gclauses (6)(A), (m8), (9), (12), (16), (26), (29), (35) and (if 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 was granted on such property in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 Guarantee and Collateral Security 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 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 PropertyUnited 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 no Liens except as permitted by Section 7.3Permitted 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 Guarantee and Collateral Security 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 property 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 purchase price (together with improvements thereofLoan Party pursuant to the terms of the Loan Documents) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(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 in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such interest in real property, 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 property in an amount equal to the purchase price of such real estate 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 a legal opinion opinions relating to the enforceability enforceability, due authorization, execution and delivery of any such mortgage Mortgage and the Lien created thereby, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) Guarantor created or acquired after the Closing Date by the Borrower any Group Member (which, for the purposes of this paragraph (cSection 5.9(c), shall include any existing Subsidiary that becomes a Material Domestic Subsidiary or Group Member that ceases to be an Excluded Foreign Domestic Subsidiary and is or a Material Foreign 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 Guarantee and Collateral Security Agreement or other Security Documents 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 Guarantor that is owned by the Borrower or any of its SubsidiariesGroup Member, (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the 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 Guarantee and Collateral Agreement and Security Agreement, substantially in the form annexed thereto, (Bb) to take such actions reasonably 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 Guarantee and Collateral Security Agreement with respect to such new SubsidiarySubsidiary Guarantor, subject to no Liens except as permitted by Section 7.3, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be requested by the Administrative Agent, and (c) to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Restricted Subsidiary which is directly owned by a Material 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 (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly acquisition (i) execute and deliver to the Administrative Agent such amendments to the Guarantee 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 Collateral 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 reasonably 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 such Capital Stock is certificatedany), 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, 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 with customary exceptions and qualifications, and from counsel, 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 property acquired after the Closing Date by Holdings, the Borrower Company or any of its Material Domestic Subsidiaries Subsidiary (other than (v) real property, (w) immaterial property, (x) any Property property described in paragraph (b), ) or (c) or (d) below and below, (y) property acquired by any Property Foreign Subsidiary and (z) assets acquired pursuant to Section 6.06(j) that are not equity interests in, or assets held by, a Subsidiary Guarantor) that is intended to be subject to a Lien expressly permitted the security interests created by Section 7.3(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 any of the Lenders, does Security Documents but which is not have a perfected Lienso subject thereto, promptly (i) 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 or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions 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, subject to no Liens except as permitted by Section 7.3property, including without limitation, the filing of Uniform Commercial Code UCC 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.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded a Foreign Subsidiary) created or acquired after the Closing Date by Holdings, 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) Company or any of its SubsidiariesSubsidiary, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably 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 that is owned by Holdings, the Borrower Company or any of its SubsidiariesSubsidiary, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant owner, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and Agreement, (B) to take such actions necessary or reasonably advisable to grant to cause the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in Lien created by the Guarantee and Collateral Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be reasonably required by the Guarantee and 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 G-3, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(dc) With respect to any new Excluded Foreign Subsidiary which is a Material Foreign Subsidiary created or acquired after the Closing Date by Holdings, the Borrower Company or any of its Subsidiaries Subsidiary (which, for the purposes of this paragraph (d), shall include other than by any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably 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 that is owned by Holdings, the Borrower Company or any of its Subsidiaries Subsidiary (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 such 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 berelevant owner, 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 thereonAgent'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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) Upon the request of the Administrative Agent, the Company will, and will cause its Domestic Subsidiaries (other than a Domestic Subsidiary that is a Subsidiary, directly or indirectly, of a Foreign Subsidiary) to, promptly grant to the Administrative Agent, within 60 days of such request, security interests and mortgages in such owned real property of the Company and such Domestic Subsidiaries as are acquired after the Closing Date by the Company or such Subsidiary and that, together with any improvements thereon, individually has a value in excess of $2,500,000, as additional security for the obligations of the Credit Parties under any Credit Document (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02 or has been owned by the Company or such Subsidiary for less than three months and shall be sold pursuant to a sale and lease back transaction permitted by Section 6.05(a) within three months of the date of acquisition by the Company or such Subsidiary). Such mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens and such other Liens reasonably acceptable to the Administrative Agent. The mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. If requested by the Administrative Agent or the Required Lenders, the Company shall provide a lender's title policy with respect to each such mortgage paid for by the Company, issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, insuring each mortgage as a first lien on the relevant mortgaged property and subject only to Liens expressly agreed to by 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 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)) 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 Guarantee and 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 property and (ii) take all actions reasonably necessary or reasonably 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 no Liens except as permitted by Section 7.3property, 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.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) value of at least $5,000,000 3,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), Subsidiary Guarantor promptly (i) execute execute, acknowledge and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent 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 property, 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 property in an amount at least equal to the purchase price of such real estate 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Group Member (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 a Foreign Subsidiary and is a Material Foreign or an Immaterial Subsidiary) or any of its Subsidiaries), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably 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 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, 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 Guarantee and Collateral Agreement and 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, 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 Excluded Foreign Subsidiary which is a Material Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (which, for the purposes of this paragraph (d), shall include other than by any existing Excluded Foreign Subsidiary Group Member that becomes is a Material Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments or supplements to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a (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 such Capital Stock is certificated, 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 of the Administrative Agent thereonAgent’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 with customary exceptions and qualificationssubstance, 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 Company or any of its Material Domestic 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 7.3(g7.03(g), (my) (if such Lien was granted in a transaction comparable to that permitted Property acquired by Section 7.3(g)) an Excluded Subsidiary or (p)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 Guarantee and 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 (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or reasonably 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 Propertythe case of the pledge of Capital Stock of any Subsidiary, subject to no Liens except as permitted by Section 7.37.03) in such Property (to the extent required by the Guarantee and 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 Guarantee and 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 property having a purchase price (together with improvements thereof) of at least $5,000,000 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 Material Domestic 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 property subject is excessive relative to a Lien expressly permitted the practical benefit of the Lenders afforded thereby, as determined by Section 7.3(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 a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount equal deliver to the purchase price of Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such real estate as well Mortgage as a current ALTA 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 Surveying and Mapping (ALTA/ACSM) form of survey thereofby a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, together 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 surveyor's certificate “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 (yD) any consents an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or estoppels such later date as the Collateral Agent or Co-Collateral Agent shall reasonably deemed necessary or advisable by agree) prior to the Administrative 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 in connection with such mortgage or deed of trustand the Co-Collateral Agent shall have received the following documents (collectively, each of the foregoing “Flood Documents”), 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 a legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, 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 any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower (which, for the purposes of this paragraph (c)paragraph, 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) ), by the 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 Guarantee and 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 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 StockStock (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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject Subsidiary to no Liens except as permitted the extent required by Section 7.3the 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 Guarantee and 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 with customary exceptions and qualifications, 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 Excluded Foreign Subsidiary which is a Material 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 (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes other Person as a Material Foreign Subsidiary), promptly (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 in order to grant to the Administrative Agent, for the benefit 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 such Capital Stock is certificated, 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 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 with customary exceptions and qualifications, 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 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 Material Domestic 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 7.3(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, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and 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 Collateral and (ii) take all actions necessary or reasonably advisable 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 PropertyCollateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to no Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens except as permitted by Section 7.3set forth in clause (g) of the definition thereof and with respect to any 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, subject to no Liens except as permitted by Section 7.3, (ii) if 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 property in an amount equal to the purchase price respect of such real estate 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 a legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or Intellectual Property Collateral acquired after the Closing Date by the Borrower (which, for the purposes of this paragraph (c), shall include or with respect to any existing Subsidiary that property or asset which 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 Intellectual Property Collateral pursuant to the Administrative Agent definition of Collateral after the Closing Date (it being agreed and understood that such amendments Intellectual Property Collateral shall be subject to the applicable provisions of the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative AgentAgreement).
(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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, Inc.)
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 Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable grant to that permitted by Section 7.3(g)) or (p)) as to which the Administrative Collateral 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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property and (iiy) take all actions reasonably necessary or reasonably advisable (as determined by Mid-Holdings in good faith) 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 Property to no Liens except as permitted by Section 7.3the extent required under the Security Documents, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative AgentSecurity Documents.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereofother than Excluded Assets) of at least $5,000,000 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 Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly Collateral Agent shall reasonably agree (i) execute and deliver a first priority mortgage in a form reasonably satisfactory Mortgage (subject to the Administrative Agent ABL Intercreditor Agreement and Permitted Liens), in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3, (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 property in an amount equal to the purchase price then-applicable fair market value of such real estate 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 (A) evidence of a legal opinion relating to the enforceability policy of flood insurance that (1) covers such mortgage which opinion shall be improvements and (2) is written in form and substance and with customary exceptions and qualifications, 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 any non-Material Domestic Subsidiary, non-Material Foreign that would constitute a Subsidiary and Excluded Foreign Subsidiary) Guarantor within the meaning of that term created or acquired after the Closing Date by the Borrower (which, for the purposes of this paragraph other than an Excluded Subsidiary) or (c), shall include y) any existing previous Excluded Subsidiary that becomes a Material Domestic 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 ceases has been designated by Mid-Holdings to be no longer constitute an Excluded Foreign Immaterial Subsidiary and is in order to comply with the proviso to the definition thereof) (each such Person, a Material Foreign Subsidiary“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 Guarantee and Collateral Agreement Security Documents (including schedules thereto) as the Administrative Collateral Agent reasonably 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 (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 StockStock of such Subsequent Required Guarantor constituting certificated securities under the UCC, together with undated stock powers, in blank, to the extent necessary to perfect the 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 Guarantee and Collateral Agreement applicable Security Documents and (B) to take such actions necessary or reasonably 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 Guarantee and Collateral Agreement applicable Security Documents with respect to such new SubsidiarySubsequent Required Guarantor, subject to no Liens except as permitted by Section 7.3including the recording of instruments in the applicable IP Office, includingif required, without limitation, and the filing of Uniform Commercial Code UCC financing statements or PPSA 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 AgentSecurity Documents, 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 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 Notwithstanding the Closing Date by the Borrower foregoing provisions of this Section 5.9 or any other provision hereof or of its Subsidiaries (whichany other Loan Document, 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably 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 such Capital Stock is certificated, 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 Collateral 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 Administrative Agent thereonUCC) 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 substance and with customary exceptions and qualificationsany other applicable Specified Qualified Jurisdiction, and from counsel, reasonably satisfactory to notwithstanding the Administrative Agentforegoing).
Appears in 1 contract
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 Material Domestic 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 7.3(g), in the last sentence of this paragraph (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (pa)) 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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order reasonably requests to grant to the Administrative Agent, Agent for the benefit of the Lenders, Funding 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 Lenders, a perfected first priority security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders Funding Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement 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 Funding Parties, has a perfected security interest in such new Subsidiary, subject to no Liens except Property as permitted by Section 7.3of 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 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 Material Real Estate Asset owned on the date hereof or acquired after the Closing Date by any Loan Party (other than (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 property subject to a Lien permitted under Section 7.3(m)), (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 Funding Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Administrative Agent with respect to any such Material Real Estate Asset comprising owned real property, provide the Funding Parties with title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’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 (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Administrative Agent in connection with any such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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.
(dc) With respect to any new Excluded Subsidiary (other than a Foreign Subsidiary which is a Material Foreign Subsidiary Subsidiary) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d)paragraph, shall include any existing Excluded Foreign Subsidiary that becomes ceases to be a Material 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 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 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 such 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 beLoan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon.
(e) With respect to the formation of Global Aeronautica and the acquisition of any new Capital Stock of Global Aeronautica, and promptly (iiii) if requested by give notice of such formation or acquisition to the Administrative Agent, 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 with customary exceptions and qualifications, 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.
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 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 7.3(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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a 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 Lenders, a perfected first priority security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Unqualified Subsidiary) created or acquired after the Closing Date by the Borrower Hanover or any of its Qualified Subsidiaries (which, for the purposes of this paragraph (cb), 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 Unqualified Subsidiary) or any of its Subsidiaries), promptly (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 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 Hanover or any of its Subsidiaries, (ii) if requested by the Administrative Agent or the Required Lenders, 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 Hanover or the Borrower or such relevant Subsidiary, as the case may be, and (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 advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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. The parties hereto acknowledge that the Guarantee and Collateral Agreement provides that each such Subsidiary shall be required to pledge its assets as provided therein but shall not be required to guarantee payment of obligations pursuant thereto unless (i) such Subsidiary guarantees payment of all or any portion of the Guaranteed Obligations, as defined in the 2001A Participation Agreement and the 2001B Participation Agreement, or (ivii) if such Subsidiary is requested to become a guarantor by the Administrative Agent, deliver to Agent or the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative AgentRequired Lenders.
(db) With respect to any new Excluded Foreign Subsidiary which is a Material Foreign Unqualified Subsidiary created or acquired after the Closing Date by the Borrower Hanover or any Subsidiary, promptly, and with respect to any Excluded Unqualified Subsidiary identified as a Post-Closing Pledged Subsidiary in the Guarantee and Collateral Agreement, within ninety (90) days of the Closing Date (or within an additional time period not to exceed one hundred and eighty (180) days from the Closing Date, so long as Hanover and its Subsidiaries are diligently attempting to satisfy their obligations under this clause (which, for the purposes of this paragraph (db)), 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower Hanover or any of its Subsidiaries Subsidiary that is not an Excluded Unqualified Subsidiary (provided that in no event shall (a) more than 6566% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged and (b) the Capital Stock of Subsidiaries not directly owned by Hanover, HCLP or any Qualified Subsidiary be required to be pledged), and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Hanover or the Borrower or such relevant Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Until the obligations set forth in this clause (b) with respect to each Post-Closing Pledged Subsidiary (as defined in the Guarantee and Collateral Agreement) shall have been satisfied, the negative covenants contained in Section 8.2, 8.3, 8.4, 8.8, 8.9, 8.10 and 8.13 of this Agreement shall be observed or performed by and in respect of such Post-Closing Pledged Subsidiary without regard to any exceptions stated therein other than those consistent with ordinary course of business practices of, and in respect of, such Post-Closing Pledged Subsidiary on the Closing Date, and the failure to satisfy such obligations when due shall be deemed a violation of Section 8 for purposes of Section 9.
(c) With respect to any fee interest in any real property located in the United States having a book value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by Hanover or any Subsidiary (other than (x) any such real property subject to a Lien expressly permitted by Section 8.3(p) and (y) real property acquired by any Excluded Unqualified 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) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent thereonin connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 Material Domestic 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 7.3(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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a 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 Lenders, a perfected first priority security interest in such Property, subject to no Liens except as permitted by Section 7.3, including without limitation, the filing of Uniform Commercial Code UCC 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.
(b) With respect to any fee interest in any owned real property having a purchase price value (together with improvements thereof) of at least $5,000,000 250,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries Debtor (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), as to which the Administrative Agent does not have a perfected Lien, promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, subject to no Liens except as permitted by Section 7.3, (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 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 a legal opinion opinions in local counsel and counsel in the jurisdiction where the owner of such real property is organized relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and 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 becomes a Material Domestic Subsidiary or that ceases to be an Excluded Foreign Subsidiary and is a Material Foreign Subsidiary) or by any of its SubsidiariesDebtor, promptly (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 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, 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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, Subsidiary (subject to no any existing Liens except on such Collateral securing Indebtedness existing at the time such new Subsidiary is created or acquired, so long as permitted by Section 7.3such 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 Guarantee and 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 with customary exceptions and qualificationssubstance, 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 Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)Debtor, promptly (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 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 such 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 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 with customary exceptions and qualificationssubstance, 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 Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted y) motor vehicles and other equipment covered by Section 7.3(g)certificates of title and (z) or (p)) as any property with respect to which the Administrative Agent, for Agent determines that the cost of obtaining the security interest in such assets exceeds the practical benefit of to the LendersSecured Parties afforded thereby), does not have a perfected Lien, promptly (and 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 Guarantee and 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 property and (ii) take all actions necessary or reasonably 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 no Liens (except as expressly permitted by Section 7.3) security interest and Lien in such property, 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 requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 2,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly promptly, to the extent requested by the Administrative Agent, (i) execute and deliver a first priority mortgage in a form reasonably satisfactory Mortgage (subject to the Administrative Agent Liens permitted by Section 7.3), in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party (which, for the purposes of this paragraph (cincluding pursuant to a Permitted Acquisition), 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably 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 that is owned directly or indirectly by such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such Subsidiary (A) to become a party to the Guarantee 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 Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Guarantee and Collateral Agreement, with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, in 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 any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the 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 such Loan Party (provided that in no event shall more than 66% of the Borrower or total outstanding voting Capital Stock of any of its Subsidiariessuch new Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or relevant Loan Party, and take such Subsidiaryother action (including, as the case may be, (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 advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitationapplicable, the filing delivery of Uniform Commercial Code financing statements in such jurisdictions as may be required any security documents governed by the Guarantee and Collateral Agreement or by foreign law or as may be reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(de) With respect Each Loan Party shall use commercially reasonable efforts (which shall not require any Loan Party to agree to any new Excluded Foreign Subsidiary which is 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 Material Foreign Subsidiary created landlord’s agreement or acquired after bailee letter, as applicable, from the Closing Date by the Borrower or any lessor of its Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 beheadquarters location, 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 unless otherwise agreed by the Administrative Agent, deliver 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 legal opinions relating with respect to the matters described above, which opinions 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 in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agentlocated.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the Parent, Holdings, Intermediate Holdings, the Borrower or any of its Material Domestic Subsidiaries Subsidiary Guarantor (other than (xu) personal property as to which the Administrative Agent, for the benefit of the Secured Parties, is not required to have a perfected security interest pursuant to the Guarantee and Collateral Agreement, (v) the Capital Stock of any Unrestricted Subsidiary organized under the laws of any jurisdiction outside the United States, (w) any Property described in paragraph (b), (c) or (d) below of this Section, (x) any interest in real property, (y) any foreign intellectual property and (yz) any Property subject to a Lien expressly permitted by Section 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)k) or (pm)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected LienLien to the extent required pursuant to the Guarantee and Collateral Agreement, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the 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 LendersSecured Parties, a perfected first priority (subject to Liens permitted by the Guarantee and Collateral Agreement) security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to (i) any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 2,000,000 (valued in accordance with Schedule 6.9; such valuation to be reasonably satisfactory to the Administrative Agent) acquired after the Closing Date by the Parent, Holdings, Intermediate Holdings, the Borrower or any Subsidiary Guarantor (which, for purposes of its Material Domestic Subsidiaries this paragraph, shall include any such property owned or leased by an entity at the time such entity becomes a Subsidiary) or (ii) any leasehold interest in any real property contemplating an initial annual rent payment, including projected percentage rent during such initial year, after the expiration of any free rent or “rent abatement” period, of at least $500,000 acquired or leased after the Closing Date by the Parent, Holdings, Intermediate Holdings, the Borrower or any Subsidiary Guarantor (in each case other than any such real property subject to a Lien expressly permitted by Section 7.3(g), (k) or (m)), promptly if, at the time of such acquisition or lease commencement, the aggregate value of all leasehold and fee-owned real property of the Borrower and the Subsidiary Guarantors subject to a Mortgage (ivalued in accordance with Schedule 6.9; such value to be demonstrated to the reasonable satisfaction of the Administrative Agent) is less than 250% of the Assumed Loan Amount, then no later than 60 days after the date of such acquisition or lease commencement: (A) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no any Liens except as permitted by Section 7.3such Mortgage, (iiB) if requested by the Administrative Agent, provide the Lenders with (xw) title and extended coverage insurance covering such real 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 an ALTA survey thereof, together with a surveyor's certificate and ’s certificate, (yx) 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, (y) appraisals of such real property complying with Section 5.1(i) and (z) Phase I environmental reports (and where appropriate based upon such Phase I environmental reports and at the reasonable request of the Administrative Agent, Phase II environmental reports) with respect to such real property, all in form and substance reasonably satisfactory to the Administrative Agent and (iiiC) if requested by the Administrative Agent, deliver to the Administrative Agent a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than (i) a Class II Restricted Subsidiary or (ii) an Unrestricted Subsidiary organized under the laws of any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiaryjurisdiction outside the United States) created or acquired after the Closing Date by the Borrower (which, for the purposes of this paragraph (c)paragraph, shall include any existing Subsidiary that becomes a Material Domestic Class I Restricted Subsidiary or that because it ceases to be an Excluded Foreign Subsidiary and is a Material Foreign Unrestricted Subsidiary) ), by the Parent, Holdings, Intermediate Holdings, the Borrower or any of its SubsidiariesSubsidiary Guarantor, promptly (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 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 Parent, Holdings, Intermediate Holdings, the Borrower or any of its SubsidiariesSubsidiary Guarantor (other than any such Capital Stock subject to a Lien expressly permitted by Section 7.3(m)), subject to the Liens permitted by the Guarantee and Collateral Agreement, (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 Parent, Holdings, Intermediate Holdings, the Borrower or such SubsidiarySubsidiary Guarantor, as the case may be, (iii) if such new Subsidiary is a Wholly Owned Subsidiary, cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no the Liens except as permitted by Section 7.3the Guarantee and Collateral Agreement, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material Foreign Class II Restricted Subsidiary created or acquired after the Closing Date by the Parent, Holdings, Intermediate Holdings, the Borrower or any of its Subsidiaries Subsidiary Guarantor (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Unrestricted Subsidiary that becomes a Material Foreign Class II Restricted Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (subject to the Liens permitted by the Guarantee and Collateral Agreement) security interest in the Capital Stock of such new Subsidiary which that is owned by the Parent, Holdings, Intermediate Holdings, the Borrower or any of its Subsidiaries Subsidiary Guarantor (other than any such Capital Stock subject to a Lien expressly permitted by Section 7.3(m)) (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Class II Restricted Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent, Holdings, Intermediate Holdings, the Borrower or such SubsidiarySubsidiary Guarantor, 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 substance and with customary exceptions and qualificationssubstance, 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 Parent Borrower or any of its Material Domestic Subsidiaries (other than (xi) any Property described in paragraph (b), (c) or (d) below and below, (yii) any Property subject to a Lien expressly permitted by Section 7.3(g), (miii) Receivables Facility Assets and (if such Lien was granted in a transaction comparable to that permitted iv) Property owned by Section 7.3(g)) or (p)Excluded Foreign Subsidiaries) as to which the 64 59 Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (iv) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property and (iivi) 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, 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 Guarantee and 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 property having a purchase price (estate which, together with any related parcel of real estate not yet subject to a Mortgage, has a value (determined inclusive of any improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Parent Borrower or any of its Material Domestic Subsidiaries (other than any such real property estate owned by an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory or deed of trust (subject only to the Administrative Agent Liens permitted by Section 7.3) in favor of the Administrative Agent, for the benefit of the Lenders, covering such real propertyestate, subject in form and substance reasonably satisfactory to no Liens except as permitted by Section 7.3the Administrative Agent, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material an Excluded Foreign Subsidiary and Excluded Foreign Subsidiaryor any Receivables SPV) 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) by the Parent Borrower or any of its Subsidiariesthe Subsidiary Guarantors, promptly (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 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 Parent Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent Borrower or such Subsidiary, as the case may be, (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 advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, 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 Guarantee and 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 with customary exceptions and qualificationssubstance, 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 Parent Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)Subsidiaries, promptly (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 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 Parent Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of 65 60 any such new Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) in the case of any new Canadian Subsidiary, cause such new Subsidiary to become a party to the Canadian Guarantee 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 with customary exceptions and qualificationssubstance, 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 Material Domestic 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 7.3(g), ) and (mz) (if such Lien was granted in a transaction comparable to that permitted property acquired by Section 7.3(g)) or (p)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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property 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, subject to no Liens except as permitted by Section 7.3property, 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 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 property having a purchase price value (together with improvements thereof) of at least $5,000,000 2,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g)) and (z) real property acquired by any Excluded Foreign Subsidiary), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if reasonably requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and 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 becomes a Material Domestic Subsidiary or that ceases to be an Excluded Foreign Subsidiary and is a Material Foreign Subsidiary) ), the Borrower or any of its Subsidiaries, promptly (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 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, 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 Guarantee and Collateral Agreement and Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, 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 Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing other than an Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly (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 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 such 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 thereonAgent'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 with customary exceptions and qualificationssubstance, 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 Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 Guarantee and Collateral 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 and (ii) take all actions necessary or reasonably 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 no Liens except as permitted the extent such perfection can be accomplished by Section 7.3filing, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral 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 property having a purchase price value (together with improvements thereof) of at least $5,000,000 500,000 acquired after the Closing Date by the Borrower or any initial execution and delivery of its Material Domestic Subsidiaries this Indenture (other than any such easement interest or real property subject to a Lien expressly permitted by Section 7.3(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 a form reasonably satisfactory to the Administrative Agent 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 property, subject to no Liens except as permitted by Section 7.3, 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 property in an amount equal to days after the purchase price end of such real estate 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 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 legal opinion relating 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 enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably 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, 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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, any such event or condition resulting from the filing failure 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 (iv) if requested by the Administrative Agent, deliver Company to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and comply 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 Subsidiaries (which, for the purposes of this paragraph (dEnvironmental Law), specifying the nature and period of existence thereof and what action the Company shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly (i) execute and deliver have taken or proposes to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such Capital Stock is certificated, 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 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agentrespect thereto.
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 Material Domestic 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 7.3(g), ) and (mz) any property that constitutes Excluded Property (if such Lien was granted as defined in a transaction comparable to that permitted by Section 7.3(g)) or (pthe 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 Guarantee and 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 LendersSecured Parties, a security interest in such Property property 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 any such Property, subject to no Liens except as permitted by Section 7.3property, 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 requested by the Administrative Agent.
(ba) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 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 Material Domestic Subsidiaries Closing Date (other than (i) any such real property Material Real Property subject to a Lien expressly permitted by Section 7.3(g)) and (ii) any Material Real Property as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Parent Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby), promptly within ninety (i90) 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 a first priority mortgage in a form reasonably satisfactory to the Administrative Agent the following, each in favor of form and substance reasonably acceptable to the Administrative Agent, for the benefit of the Lenders, covering such real property, subject to no Liens except as permitted by Section 7.3: (i) a duly executed and acknowledged 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 property in an amount equal to the purchase price of such real estate 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 a legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative AgentFlood Insurance Laws.
(cb) With respect to (x) any new Domestic Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party, (which, for the purposes of this paragraph (c), shall include y) any existing Domestic Subsidiary (other than an Excluded Subsidiary) that becomes a Material 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 and is or a Material Foreign CFC Holding Company or ceases to be an Excluded Subsidiary) or any of its Subsidiaries, promptly as applicable, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in order the Capital Stock of such Domestic Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated endorsements, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Domestic Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (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 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 such local law pledge agreement, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent) as reasonably requested by the Administrative Agent.
(d) Notwithstanding anything to the contrary set forth in this Agreement, each Subsidiary Borrower and any other applicable Loan Party shall, on the date such Domestic Subsidiary becomes a Subsidiary Borrower under this Agreement, (A) execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents) as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its SubsidiariesBorrower, (iiB) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Subsidiary, as the case may be, (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 advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, 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 Guarantee and 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 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such Capital Stock is certificated, 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 of Administrative Agent’s security interest therein, (C) execute and deliver to the Administrative Agent thereon, 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property acquired real or personal property that any Indenture Party (including any entity that becomes an Indenture Party hereafter pursuant to Section 4.22(c)) acquires after execution and delivery of the Closing Date Collateral Documents that would have been Collateral had it been owned by the Borrower or any of its Material Domestic Subsidiaries such Indenture Party on June 30, 2001 (other than (x) any Property property described in paragraph (b), ) or paragraph (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 7.3(gof this Section), (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 AgentCollateral Trustee, for the benefit of the LendersHolders, does not have a perfected Lien, the Company shall promptly (i) execute and deliver to the Administrative Agent Collateral Trustee such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent Collateral Trustee deems necessary or advisable in order to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersHolders, a security interest in such Property property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersHolders, a perfected first priority security interest (as provided in the Collateral Agreement) in such Property, subject to no Liens except as permitted by Section 7.3property, 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 AgentCollateral Trustee.
(b) With respect to any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 1,000,000 acquired after the Closing Date execution and delivery of the Collateral Documents by the Borrower or any of its Material Domestic Subsidiaries (other than Indenture Party, including any such real property subject entity that becomes an Indenture Party hereafter pursuant to a Lien expressly permitted by Section 7.3(g)4.22(c), the Company shall promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage (as provided therein) in favor of the Administrative AgentCollateral Trustee, for the benefit of the LendersHolders, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative AgentCollateral Trustee, provide the Lenders Trustee, for the benefit of the Holders, with (x) title and extended coverage insurance covering such real 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 Collateral Trustee) 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 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 Collateral Trustee, and (iii) if requested by the Administrative AgentCollateral Trustee, deliver to the Administrative Agent a Collateral Trustee legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative AgentCollateral Trustee.
(c) With respect to any new Restricted Subsidiary (other than any non-Material Domestic an Excluded Foreign Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign an Insurance Company, a Finance Company or an Inactive Subsidiary) created or acquired after the Closing Date by the Borrower execution and delivery of all Collateral Documents (which, for the purposes of this paragraph (c)paragraph, shall include (x) any existing Restricted Subsidiary that becomes a Material Domestic Subsidiary or that ceases to be an Excluded Foreign Subsidiary or an Inactive Subsidiary and is (y) any Risk Management Subsidiary that becomes a Material Foreign Subsidiary) Wholly Owned Subsidiary of the Company), by the Company or any of its Restricted Subsidiaries, the Company shall promptly (i) execute and deliver to the Administrative Agent Collateral Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent Collateral Trustee deems necessary or reasonably advisable in order to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersHolders, a perfected first priority security interest (as provided in the Collateral Agreement) in the Capital Stock of such new Restricted Subsidiary which that is owned by the Borrower Company or any of its Subsidiaries, (ii) deliver to the Administrative Agent Collateral Trustee (or a bailee thereof) the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Restricted Subsidiary, as the case may be, (iii) cause such new Restricted Subsidiary (A) to become a party to the each of a Subsidiary Guarantee and the Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent Collateral Trustee for the benefit of the Lenders Holders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Restricted 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 Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative AgentCollateral Trustee, and (iv) if requested by the Administrative AgentCollateral Trustee, deliver to the Administrative Agent Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative AgentCollateral Trustee.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material Foreign Subsidiary created or acquired after the Closing Date execution and delivery of the Collateral Documents by the Borrower Company or any of its Restricted Subsidiaries (which, for the purposes of this paragraph (dother than any Excluded Foreign Subsidiaries), the Company shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent Collateral Trustee such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent Collateral Trustee deems necessary or reasonably advisable in order to grant to the Administrative AgentCollateral Trustee, for the benefit of the LendersHolders, a perfected first priority security interest (as provided in the Collateral Agreement) in the Capital Stock of such new Restricted Subsidiary which that is owned by the Borrower Company or any of its Restricted Subsidiaries (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 Collateral Trustee (or a bailee thereof) the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the 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 AgentCollateral Trustee, desirable to perfect the Lien of the Administrative Agent Collateral Trustee thereon, and (iii) if requested by the Administrative AgentCollateral Trustee, deliver to the Administrative Agent Collateral Trustee legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative AgentCollateral Trustee.
Appears in 1 contract
Sources: Indenture (Anc Rental 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 Material Domestic 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 7.3(gclauses (6)(A) and (B), (m8), (9), (12), (16), (26), (29), (35) and (if 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 was granted on such property in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 Guarantee and Collateral Security 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 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 reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens permitted under Section 7.7) in such Property, subject to no Liens except as permitted by Section 7.3property, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security 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 property 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 purchase price (together with improvements thereofLoan Party pursuant to the terms of the Loan Documents) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(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 in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such interest in real property, 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 property in an amount equal to the purchase price of such real estate 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 a legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.and
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 Material Domestic 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 7.3(g)10.3(f) and (z) Instruments and Certificated Securities, which are referred to in the last sentence of this paragraph (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (pa)) 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 Guarantee and 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 and (ii) take all actions necessary or reasonably advisable requested by the Collateral Agent to grant to the Administrative 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, has a perfected first priority security interest in such Property, subject to no Liens except Property 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 (cClosing), 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 property located in the United States having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Obligor (other than any such real property subject to a Lien expressly permitted by Section 10.3(f)), (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 Collateral Agent for the benefit of the Secured Parties, covering such real property (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 Collateral Agent (A) provide the holders of the Notes with a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Collateral Agent, and (ivB) use commercially reasonable efforts to obtain any consents reasonably deemed necessary by the Collateral Agent, in connection with such Mortgage, each of the foregoing in form and substance reasonably 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent.
(dc) 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 Obligor, promptly, but in any case within 30 days of its Subsidiaries (whichsuch acquisition, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), 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 Guarantee and Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably deems necessary or reasonably 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 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 pledgedDomestic Subsidiaries), (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the 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 thereonObligor, and (iii) if cause such new Subsidiary (A) to become a party to the Guarantee and 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 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 Guarantee and Collateral Agreement with respect to such new Subsidiary (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 Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent. For the avoidance of doubt, 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 (c) 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 Closing).
(d) With respect to any Foreign Subsidiary that is a CFC owned directly by the Company or any of its Domestic Subsidiaries at the Closing, 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 legal opinions relating such filings, registrations and other documents as the Collateral Agent reasonably deems necessary to grant to the matters described aboveCollateral Agent for the benefit of the Secured Parties a perfected first-priority security interest in such Capital Stock of such Foreign Subsidiary, which opinions shall be and (iii) deliver to the Collateral Agent an opinion of external local counsel to such Foreign Subsidiary, in form and substance and with customary exceptions and qualifications, and from counsel, 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 Material Domestic 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 7.3(g), (mC) 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 (if such Lien was granted 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 transaction comparable security interest therein is excessive in relation to the value of the security to be afforded thereby, (E) any property that permitted by Section 7.3(g)is Excluded Property (as defined in the Guarantee and Collateral Agreement) or and (pF) 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 Guarantee and 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 LendersSecured Parties, a security interest in such Property property 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 any such Property, subject to no Liens except as permitted property (with the priority required by Section 7.3the Intercreditor Agreement), 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.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance and with customary exceptions and qualifications, 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 Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 agreements and documents, and take such other actions, as may be required by the terms and conditions of the Guarantee and Collateral Agreement Agreement, that the Collateral Trustee or such other documents 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 and any other Priority Lien Secured Parties, a security interest in such Property property to the extent required by 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 no Liens except as permitted by Section 7.3property, 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 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 property having acquired in one or a purchase price (together with improvements thereof) series of at least $5,000,000 acquired transactions after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries other Loan Party (other than including any such real 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 7.3(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 in a form reasonably satisfactory to the Administrative Agent 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 property, subject to no Liens except as permitted by Section 7.3property 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 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 well as a current ALTA survey shall be reasonably specified by the Administrative Agent, but in no event in excess of the insurable value 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Group Member (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 or an Immaterial Subsidiary) ), or any of its Subsidiariesother Subsidiary designated by the Borrower to become a Subsidiary Guarantor, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or reasonably 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 any Group Member, (ii) deliver to the Borrower Collateral Trustee 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, (B) to take such actions necessary or any advisable to grant to the Collateral Trustee for the benefit of the Lenders and the Administrative Agent a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, 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 Subsidiariesreasonable 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 any Group Member (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly (i) execute and deliver to the Collateral Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Collateral Trustee, for the benefit of the Lenders and the Administrative Agent, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% 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, 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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such Capital Stock is certificated, 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 of the Administrative Agent 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 with customary exceptions and qualificationssubstance, 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 (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by the Borrower or any of its Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 Guarantee and Collateral Security 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 property and (ii) take all actions reasonably necessary or reasonably 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 no Liens except as permitted by Section 7.3the ABL/Term Loan Intercreditor Agreement and Permitted Liens), including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security 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 property having a purchase price (together with improvements thereof) of at least $5,000,000 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 Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g))reasonable discretion, promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real propertyinterest in Real Property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by along with the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount equal to the purchase price of such real estate 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 a legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 orto create a valid, in the opinion of the Administrative Agentperfected and subsisting Lien, desirable subject to perfect the Lien of the Administrative Agent 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 with customary exceptions and qualifications, 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 Material Domestic 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 7.3(g7.03(g), (my) Property acquired by an Excluded Domestic Subsidiary and (if such Lien was granted z) Property acquired by or equity interests in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 or (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is a party) 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 (to the extent such Property is of a type that would constitute Collateral as 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 reasonably 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 Propertythe case of the pledge of any Subsidiary Capital Stock, subject to no Liens except as permitted by Section 7.37.03) in such Property (to the extent required by the Guarantee and Collateral Agreement or other Security Documents 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 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 property having a purchase price value (together with improvements thereof) of at least $5,000,000 4,000,000 acquired after the Closing Date by the Borrower Company or any of its Material Domestic Subsidiaries (other than any such real property owned by an Excluded Domestic Subsidiary, an Excluded Foreign Subsidiary or subject to a Lien expressly permitted by Section 7.3(g7.03(g)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real estate property (or such other amount as shall be reasonably specified by the 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower (which, for the purposes of this paragraph (c)paragraph, 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) ), by the 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 Documents to which it is a party) 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 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, 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 Guarantee and Collateral Agreement (and, for any Foreign Subsidiary Guarantor, such other Security Documents to which it is to be a party) and (B) to take such actions necessary or reasonably 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 Documents to which it is a party) with respect to such new SubsidiarySubsidiary to the extent required by the Guarantee and Collateral Agreement (and, subject for any Foreign Subsidiary Guarantor, such other Security Documents to no Liens except as permitted by Section 7.3which 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 Agreement, or such other Security 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material (other than any De Minimus Excluded Foreign Subsidiary Subsidiary) created or acquired after the Closing Date by the Borrower Company or any of its Subsidiaries (which, for the purposes of this paragraph (d)paragraph, shall include any existing Subsidiary that ceases to be a De Minimus Excluded Foreign Subsidiary that becomes a Material Subsidiary) (other than any Excluded Foreign SubsidiarySubsidiaries), 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) or such other documents as the Administrative Collateral Agent reasonably 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 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 such Capital Stock is certificated, 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 Administrative 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 with customary exceptions and qualificationssubstance, 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 Material Domestic 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 7.3(g), (mx) any property acquired by any Excluded Foreign Subsidiary, (if such y) any property for which the costs associated with creating, attaching, granting and/or perfecting a Lien was granted thereon exceed the value of the collateral as determined by the Administrative Agent in a transaction comparable to that permitted by Section 7.3(g)its reasonable discretion, and (z) or (p)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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property 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, subject to no Liens except as permitted by Section 7.3property, 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 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 property having a purchase price value (together with improvements thereof) of at least $5,000,000 2,500,000 acquired after the Closing Date by Holdings, the Borrower or any of its Material Domestic Subsidiaries (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g), (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 promptly, but in any event within 30 days, (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, 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 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Domestic Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by Holdings, 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 promptly, but in any event within 30 days, (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 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, 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 Guarantee and Collateral Agreement and Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Foreign Subsidiary (other than an Excluded Foreign Subsidiary which is a Material Foreign Subsidiary Subsidiary) created or acquired after the Closing Date by Holdings, the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material ceases to be an Excluded Foreign Subsidiary), promptly 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (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 such Capital Stock is certificatedtogether 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 the Lien of (as applicable under applicable law) the Administrative Agent thereonAgent’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 with customary exceptions and qualificationssubstance, 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 Property Collateral (other than Real Property) acquired after the Closing Date by or, in the Borrower or case of 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 7.3(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 material
(i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Agreement Security 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 Collateral consistent with the provisions hereof and the other Loan Documents and (ii) take all actions reasonably necessary or reasonably 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 no Liens except as permitted by under Section 7.36.02 hereof, including without limitation, the filing of Uniform Commercial Code UCC 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 or the Collateral Agent.
(b) With respect to any fee interest in any real property Collateral consisting of Real Property having a purchase price (together with improvements thereof) value in excess of at least $5,000,000 500,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(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 in a form reasonably satisfactory Mortgage (subject to the Administrative Agent Liens permitted by Section 6.02) in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3Real 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 property 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 reasonably specify), together with such endorsements as are reasonably required by the Administrative 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 a and the Collateral Agent legal opinion opinions relating to the enforceability of matters described above, and only to the extent it is customary to receive or obtain the foregoing in connection with a Mortgage in such mortgage jurisdiction, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower (which, for the purposes of this paragraph (c)paragraph, 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 Subsidiaryat 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 Guarantee and Collateral Agreement existing Security Documents or enter into new Security Documents as the Administrative Agent or the Collateral Agent deems necessary or reasonably 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 StockEquity 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 Guarantee existing Security Documents or enter into the new Security Documents (and Collateral Agreement provide Guarantees of the Obligations) and (B) to take such actions necessary or reasonably 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 Guarantee and Collateral Agreement Security Documents with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance and with customary exceptions and qualifications, 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 Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 Guarantee and Collateral Security 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 property and (ii) take all actions reasonably necessary or reasonably 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 no Liens except as permitted by Section 7.3property, including without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee Security 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 by any 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 $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 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 Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such interest in Real Property, along with a corresponding UCC fixture filing for filing in the applicable jurisdiction (if the Mortgage does not constitute a UCC fixture filing in such jurisdiction), each 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, (ii) 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, it is understood and agreed that all Initial Mortgaged Properties shall be owned by one or more Loan Parties.
(c) with respect to any new Subsidiary Guarantor created or acquired after the 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 Administrative Agent in its sole discretion) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent or the Collateral Agent deems reasonably 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 new Subsidiary Guarantor that is owned by any Loan Party, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party and (iii) cause such new Subsidiary Guarantor (a) 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 Subsidiary Guarantor and (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the 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 Agreement with respect to such new Subsidiary Guarantor, including the filing of UCC financing statements in such jurisdictions as may reasonably be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
Agent or the Collateral Agent and (bc) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent and the Collateral Agent (i) a certificate of such Subsidiary Guarantor, substantially in favor the form of the Administrative Agentcertificate provided by the Loan Parties on the Original Closing Date pursuant to Section 6.01(i), for the benefit of the Lenders, covering such real property, subject to no Liens except as permitted by Section 7.3, with appropriate insertions and attachments and (ii) if reasonably requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering a legal opinion from counsel to such real property in an amount equal to the purchase price of such real estate 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 new Subsidiary Guarantor in form and substance reasonably satisfactory to the Collateral Agent. Each of the Lenders hereby authorize each Administrative Agent and (iii) if requested by the Administrative AgentCollateral Agent to enter into any such amendments, deliver 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 a legal opinion relating and the Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory other Loan Documents solely to implement the Administrative Agentforegoing.
(cd) With with respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Excluded Foreign Subsidiary and described in clause (i) of the definition of Excluded Foreign Subsidiary) Subsidiary that is owned directly by a Loan Party created or acquired after the Closing Restatement Effective 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 SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and Collateral Security Agreement as the Administrative Agent or Collateral Agent reasonably 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 (subject to the Liens permitted hereunder) in no more than 65% of the total outstanding voting Capital Stock of any such Excluded Foreign Subsidiary 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 new Excluded Foreign Subsidiary which is in each case, to the extent owned by the Borrower one or any of its Subsidiariesmore Loan Parties, and (ii) deliver to the Administrative Collateral Agent the certificates (if any) representing such Capital Stock, 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 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 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) cause enter into any such new Subsidiary (A) amendments, modifications, or other changes to become a party to the Guarantee and Collateral this Agreement and (B) any other Loan Document reasonably requested by the Collateral Agent in its reasonable discretion in order to take address any matters in connection with, or related to, such actions necessary or reasonably advisable to grant to Excluded Foreign Subsidiary becoming a Subsidiary Guarantor under the Loan Documents. Each of the Lenders hereby authorize the Administrative Agent for and the benefit Collateral Agent to enter into any such amendments, modifications, or other changes to this Agreement or any of the Lenders a perfected first priority security interest in other Loan Documents solely to implement the Collateral described in the Guarantee and 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 Guarantee and 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agentforegoing.
(de) With with respect to any new Excluded Foreign Subsidiary which is a Material Foreign Non‑Guarantor Subsidiary created or acquired after the Closing 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 Borrower 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 Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign SubsidiaryRestricted Subsidiaries) party thereto which consent has not been obtained), promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to this Agreement and the Guarantee and Collateral Security Agreement as the Collateral Agent or the Administrative 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 (subject to the Liens permitted hereunder) 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 and (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock, Stock (if such Capital Stock is certificatedany), together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the Borrower or such Subsidiary, as relevant Loan Party. Notwithstanding anything to the case may be, and take such other action as may be necessary or, contrary in the opinion of foregoing clauses (c) and (d), the Administrative Agent, desirable to perfect the Lien of Borrower may notify the Administrative Agent thereonat 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) if enter into any such amendments, modifications, or other changes to this Agreement and any other Loan Document reasonably requested by the Administrative AgentCollateral Agent in its reasonable discretion in order to address any matters in connection with, deliver to or related to, such Excluded Foreign Subsidiary becoming a Subsidiary Guarantor under the Loan Documents. Each of the Lenders hereby authorize the Administrative Agent legal opinions relating 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 matters described 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 with customary exceptions and qualifications, 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 Take promptly such actions, to the extent permitted by applicable law, as the Collateral Agent or the Required Lenders may from time to time reasonably request to establish and maintain first-priority, perfected security interests in and Liens on all of their real and personal property as collateral (subject to other Permitted Liens) pursuant to the applicable Collateral Documents and to execute and deliver to the Collateral Agent a Guaranty, in each case reasonably satisfactory to the Collateral Agent and the Required Lenders, to secure and support the Obligations (except to the extent otherwise expressly provided herein or in any Property acquired Collateral Document), including reaffirmations and, if appropriate, amendments of Guaranties and Collateral Documents previously provided under the Existing Credit Agreement, provided, that the granting of such Guaranty and/or Collateral by any such Subsidiary does not create any material increased income tax liability on the part of DASI and its Subsidiaries, and provided, further, that the granting of such Guaranty and/or Collateral by any other non-U.S. Subsidiary shall not be required prior to a request therefor to DASI from the Collateral Agent or the Required Lenders; upon such request such Guaranty and/or Collateral shall be granted as soon as practicable but in any event within 60 days of such request unless such grant would violate a material obligation of the grantor to a non-Affiliate under Indebtedness permitted under Section 7.2.
(i) To cause each Person that becomes a Material Subsidiary on or after the Closing Date by to promptly execute and deliver to the Borrower or any of its Material Domestic Subsidiaries (other than (x) any Property described in paragraph (b)Collateral Agent a Guaranty, (c) or (d) below and (y) any Property subject grant to a Lien expressly permitted by Section 7.3(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 Collateral Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (i) execute Collateral Agent and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a such security interest in such Property interests and Liens as are required under clause (a) of this Section 6.9, 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, 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 extent required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
under clause (b) With respect to any fee interest in any real property having a purchase price (together with improvements thereofa) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its this Section 6.9, to cause each Person owning such Material Domestic Subsidiaries (other than any such real property subject Subsidiary to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority mortgage in a form pledge pursuant to Collateral Documents reasonably satisfactory to the Administrative Collateral Agent and the Required Lenders 100% (or 65% if such Person is not incorporated in favor the United States) of the Administrative Agent, for the benefit shares of the Lenders, covering such real property, 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 property in an amount equal to the purchase price capital stock or other ownership interests of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative AgentMaterial Subsidiary.
(c) With respect to any new Subsidiary (other than any non-Material Domestic SubsidiaryNotwithstanding anything set forth in this Section 6.9, 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 no Group Member will 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order 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 Excluded Property and any Finance Subsidiary which is owned by the Borrower shall not be required to execute a Guaranty or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by grant 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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in its property to guaranty the Collateral described in the Guarantee and 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 Guarantee and 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative AgentObligations.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material Foreign Subsidiary created No Group Member will guarantee or acquired after otherwise become liable for payment of Subordinated Indebtedness or the Closing Date by the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), Senior Unsecured Notes unless such Group Member 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such Capital Stock is certificated, together with undated stock powers, in blank, have executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, Guaranty 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agentapplicable Collateral Documents.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property that is acquired by any Loan Party after the Closing Date that is intended to be subject to the Lien created by the Borrower Guaranty and Collateral Agreement (and in any event excluding real Property or any of its Material Domestic Subsidiaries (other than Property specifically excluded from “Collateral” as defined in the Guaranty and Collateral Agreement), promptly, if reasonably requested by the Collateral Agent (x) any Property described in paragraph (b), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 7.3(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 Collateral Agent such amendments to the Guarantee Guaranty and Collateral 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 under U.S. law in such Property pursuant to the terms and subject to the conditions and limitations set forth in the Guaranty and Collateral Agreement and (iiy) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest under U.S. law in such Property, Property pursuant to the terms and subject to no Liens except as permitted by Section 7.3the conditions and limitations set forth in the Guaranty and Collateral Agreement, including including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee Guaranty and Collateral Agreement or by law or as otherwise may be reasonably requested by the Administrative Collateral Agent.
(b) With respect to any fee interest in any real property Property having a purchase price value (together with improvements thereof) of at least $5,000,000 2,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries Loan Party (other than any such real property Property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3Property, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (xA) title and extended coverage insurance covering such real property 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 Collateral Agent) as well as a current ALTA survey thereofthereof (or any equivalent documentation applicable under local law in the jurisdiction where such real Property is located), together with a surveyor's ’s certificate and (yB) 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 Collateral Agent, and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party, promptly and in any event within 30 days (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that becomes a Material i) with respect to each such Domestic Subsidiary or that ceases to be an Excluded Foreign Subsidiary and is directly owned by a Material Foreign Subsidiary) or any of its SubsidiariesLoan Party, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in any certificates representing (if the Capital Stock of the applicable Subsidiary is certificated) (A) with respect to any such new Domestic Subsidiary, 100% of the issued and outstanding Capital Stock of such Domestic Subsidiary which is owned by and (B) with respect to any such Foreign Subsidiary, 65% of the Borrower or any issued and outstanding Capital Stock of its Subsidiariessuch Foreign Subsidiary, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, in each case 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, or take such other actions as may be required under applicable law to perfect the security interests in such Capital Stock and (iiiii) cause each such new Subsidiary (A) that is a Domestic Subsidiary to become a party to the Guarantee Guaranty and Collateral Agreement and (B) to take such all actions necessary or reasonably advisable to grant perfect the security interest of the Collateral Agent in such Subsidiary’s Collateral (subject to the Administrative Agent for conditions and limitations set forth in the benefit Loan Documents). Notwithstanding anything in this Agreement to the contrary, the Loan Parties shall have no obligation to perfect the Collateral Agent’s or other Secured Parties’ interests in Intellectual Property outside of the Lenders United States. The Collateral Agent may (but has no obligation) in its discretion (in each case by agreeing in writing) lengthen the foregoing time periods and otherwise modify (with the Borrower’s consent) the foregoing requirements to the extent it deems it reasonable and prudent to do so and may (but has no obligation) waive the foregoing requirements to the extent that the cost of obtaining a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except foregoing Property is excessive (as permitted by Section 7.3, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required reasonably determined by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver in relation to the Administrative Agent legal opinions relating benefits to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, or if the granting of 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 Property would be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered prohibited by a duly authorized officer of the Borrower contract 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 substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agentapplicable law.
Appears in 1 contract
Sources: Credit Agreement (Local Insight Yellow Pages, Inc.)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 Guarantee and 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 property to the extent set forth in the Guarantee and Collateral Agreement and (ii) take all actions necessary or reasonably 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 no Liens except as permitted by Section 7.3▇▇▇▇▇rty, 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 requested by the Administrative AgentLender.
(b) With respect to any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 500,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries Group Member (other than any such real property subject to a Lien expressly permitted acquired by Section 7.3(g)any Excluded Foreign Subsidiary), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent in favor of the Administrative Agentmortgage, for the benefit of the LendersLender, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative AgentLender, provide the Lenders with (xA) title and extended coverage insurance covering such real 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) 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 a Lender legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative AgentLender.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Group Member (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 Lender such amendments to the Guarantee and Collateral Agreement as the Administrative Agent Lender deems necessary or reasonably 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, 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 Guarantee and Collateral Agreement and Agreement, (B) to take such actions necessary or reasonably 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative AgentLender.
(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 Subsidiaries Group Member (which, for the purposes of this paragraph (d), shall include other than by any existing Group Member that is an Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent Lender such amendments to the Guarantee and Collateral Agreement as the Administrative Agent Lender deems necessary or reasonably 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 such 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 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 of the Administrative Agent 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative AgentLender.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any Property property or rights acquired after the Closing Date Merger Effective Time by the Borrower Parent or any of its Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 90 days following such acquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Guarantee and 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 property and (ii) take all actions necessary as the Administrative Agent or Collateral Agent reasonably advisable request to grant to the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a perfected first priority (subject to Liens permitted by Section 7.3) security interest in such Property, subject to no Liens except as permitted by Section 7.3property, 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 or the Collateral Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.[Reserved]. 106
(c) With respect to any new Subsidiary (other than 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), created or acquired after the Merger Effective Time promptly (and, in any event within 90 days after the acquisition or formation thereof or the cessation to be an Excluded Subsidiary) or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments amendments, supplements or joinders to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or the Collateral Agent reasonably advisable in order request to grant to the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a perfected first priority (subject to Liens permitted by Section 7.3) security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower Parent 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 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 Parent or such Subsidiary, as the case may be, and take such other action as may be required or the Administrative Agent reasonably requests to perfect the Collateral Agent’s security interest therein, (iii) cause such new Subsidiary (A) to become a party to the Guarantee Agreement and the Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and (iv) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.
(d) With respect to any new Excluded first-tier Foreign Subsidiary which is or FSHCO of a Material Foreign Subsidiary Loan Party created or acquired after the Closing Date Merger Effective Time by the Borrower Parent or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)other Loan Party, promptly (and, in any event within 90 days after the creation or acquisition thereof) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments amendments, supplements or joinders to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or the Collateral Agent reasonably advisable in order request to grant to the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a perfected first priority (subject to Liens permitted by Section 7.3) 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 6565.0% of the total outstanding Capital Stock of any such new Subsidiary that is a CFC or a FSHCO be required to be so pledged); provided, further, that no Loan Party shall be obligated to pledge Capital Stock (A) of a Foreign Subsidiary to the extent such pledge would violate the laws of the jurisdiction of such Foreign Subsidiary’s organization or (B) that is an Excluded Asset, (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the 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 Lien of the Administrative Agent thereon, Collateral Agent’s security interest therein and (iii) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.
(e) In addition, within 90 days of the Merger Effective Time, the Parent 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 under the insurance policies of the Parent and its Subsidiaries to the extent required in accordance with the Collateral Agreement.
(f) For the avoidance of doubt, references in this Section 6.9 to any asset, property, right or Capital Stock of any Subsidiary created or acquired after the Merger Effective Time 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 discretion. 107
(h) Notwithstanding anything to the contrary in any Loan Document, (i) 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 UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s), (y) any filing in the United States Copyright Office or the United States Patent and Trademark Office with respect to Intellectual Property or (z) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates of the Parent 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) to take any action in or required by a jurisdiction other than the United States or with respect to any asset located or titled outside of the United States (and there shall be no guarantee, security agreement or pledge agreement governed by the laws of any such non-U.S. jurisdiction), (D) to seek any landlord waiver, bailee letter, estoppel, warehouseman waiver or other collateral access, lien waiver or similar letter or agreement, (E) to send notices to account debtors or other contractual third-parties unless an Event of Default is continuing and the Obligations have been accelerated pursuant to Section 8 or were not paid when due on the Latest Maturity Date, or (F) 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 Requirement of Law and (ii) (A) in no event will the Collateral include any Excluded Asset, (B) any joinder or supplement to the Collateral Agreement or any other Loan Document executed by any Subsidiary that is required to become a Loan Party pursuant to the foregoing provisions of this Section 6.9 may, with the consent of the Administrative Agent or the Collateral Agent (not to be unreasonably withheld, conditioned or delayed), include such schedules (or updates to schedules) as may be necessary to qualify any representation or warranty with respect to such Subsidiary set forth in any Loan Document to the extent necessary to ensure that such representation or warranty is true and correct to the extent required thereby or by the terms of any other Loan Document and (C) neither the taking of a Lien on, nor the perfection of any Lien granted in, those assets as to which the cost of obtaining or perfecting such Lien (including any stamp, intangibles or other tax or expenses 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 shall be required.
Appears in 1 contract
Sources: Credit Agreement (Neogen Corp)
Additional Collateral, etc. (a) With respect to any Property property acquired after the Closing Date by the Borrower or any of its Material Domestic 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 7.3(g), ) and (mz) any property that constitutes Excluded Property (if such Lien was granted as defined in a transaction comparable to that permitted by Section 7.3(g)) or (pthe 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 Guarantee and 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 LendersSecured Parties, a security interest in such Property property 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 any such Property, subject to no Liens except as permitted by Section 7.3property, 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 requested by the Administrative Agent.. 109
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 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 Material Domestic Subsidiaries Closing Date (other than (i) any such real property Material Real Property subject to a Lien expressly permitted by Section 7.3(g)) and (ii) any Material Real Property as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Parent Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby), promptly within ninety (i90) 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 a first priority mortgage in a form reasonably satisfactory to the Administrative Agent the following, each in favor of form and substance reasonably acceptable to the Administrative Agent, for the benefit of the Lenders, covering such real property, subject to no Liens except as permitted by Section 7.3:
(i) a duly executed and acknowledged 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 property in an amount equal to the purchase price of such real estate 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 a legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative AgentFlood Insurance Laws.
(c) With respect to (x) any new Domestic Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party, (which, for the purposes of this paragraph (c), shall include y) any existing Domestic Subsidiary (other than an Excluded Subsidiary) that becomes a Material 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 and is or a Material Foreign CFC Holding Company or ceases to be an Excluded Subsidiary) or any of its Subsidiaries, promptly as applicable, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in order the Capital Stock of such Domestic Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated endorsements, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Domestic Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the 110
(d) With respect to any new CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (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 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 such local law pledge agreement, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent) as reasonably requested by the Administrative Agent.
(e) Notwithstanding anything to the contrary set forth in this Agreement, each Subsidiary Borrower and any other applicable Loan Party shall, on the date such Domestic Subsidiary becomes a Subsidiary Borrower under this Agreement, (A) execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents) as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its SubsidiariesBorrower, (iiB) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower Company or such Subsidiary, as the case may be, (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 advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, 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 Guarantee and 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 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such Capital Stock is certificated, 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 of Administrative Agent’s security interest therein, (C) execute and deliver to the Administrative Agent thereon, 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 with customary exceptions and qualifications, 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 or with respect to any property or asset which becomes Collateral pursuant to the definition thereof after the Closing Date or, in the case of inventory or equipment that is part of the Collateral, any material Collateral moved after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries other Loan Party (other than (x) any Property Collateral described in paragraph (bSection 5.09(b), (c5.09(c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p5.09(d)) as to which the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within 20 Business Days following the date of such acquisition or designation) (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and 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 Collateral and (ii) take all actions necessary or reasonably advisable 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 PropertyCollateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities in the possession of the Collateral Trustee, subject to no Permitted Liens, and in respect of Pledged Securities in the possession of the Collateral Trustee, the Permitted Liens except as permitted by Section 7.3set forth in clause (g) of the definition thereof and with respect to any 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 Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, the 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) in respect of any Counterparty Accounts).
(b) With respect to any fee interest in any Collateral consisting of real property having a purchase price (together with improvements thereof) or any lease of at least $5,000,000 Collateral consisting of real property acquired or leased after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries other Loan Party or which becomes Collateral pursuant to the definition thereof (other than any such real property subject to a Lien expressly permitted by Section 7.3(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 a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative AgentCollateral Trustee, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3property 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 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, the Collateral Agent or the Collateral Trustee, which may be the value of the generation assets, if applicable, situated thereon), together with such endorsements as are reasonably required by the Administrative Agent, the Collateral Agent or the Collateral Trustee and are obtainable in the State in which such Mortgaged Property is located, as well as a current ALTA survey thereofthereof complying with the requirements set forth in Schedule 5.09(b) 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, the Collateral 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, the Collateral 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, the Collateral Agent a and the Collateral Trustee legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Trustee and (v) deliver to the Administrative Agent a notice identifying the consultant’s reports, environmental site assessments or other documents 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 any non-Material Domestic Subsidiary, non-Material Foreign an Unrestricted Subsidiary and or an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower (which, for the purposes of this paragraph (cSection 5.09(c), shall include any existing Subsidiary that becomes a Material Domestic Subsidiary or that ceases to be an Unrestricted Subsidiary, an Excluded Foreign Subsidiary and is a Material Foreign or an Excluded Project Subsidiary) by the Borrower or any of its the Subsidiaries, promptly (and, in any event, within 20 days following such creation or the date of such acquisition), (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent, the Collateral 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 StockEquity 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 Guarantee and Collateral Agreement to, among other things, provide Guarantees of the Guaranteed Obligations hereunder, the Collateral Trust Agreement and the Intellectual Property Security Agreements and (B) to take such actions necessary or reasonably advisable 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 Agreement with respect to such new Subsidiary that is not an Excluded Subsidiary, subject including 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), the execution and delivery by all necessary Persons of Control Agreements (other than with respect to no Liens except as permitted by Section 7.3, including, without limitation, any Counterparty Accounts) and the filing of Uniform Commercial Code UCC 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, the Collateral Agent or the Collateral Trustee and (iv) if requested by deliver to the Administrative Agent, deliver to the Administrative Collateral 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Trustee.
(d) With respect to any new Excluded Foreign Subsidiary which (other than an Unrestricted Subsidiary or an Excluded Subsidiary pursuant to clause (ii) or (iii) of the definition thereof that is a Material subsidiary of an Excluded Foreign Subsidiary Subsidiary) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)Subsidiaries, promptly (and, in any event, within 25 days following such creation or the date of such acquisition) (i) execute and deliver to the Administrative Agent, the Collateral Agent and the Collateral Trustee such amendments to the Guarantee and Collateral Agreement as the Administrative Agent, the Collateral 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 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 that in no event shall more than 6566% 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 such Capital Stock is certificatedEquity 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 Agent, the Collateral Agent or the Collateral Trustee, desirable to perfect the Lien security interest of the Administrative Agent thereon, Collateral Trustee thereon and (iii) if requested by deliver to the Administrative Agent, deliver to the Administrative Collateral 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent, the Collateral Agent and the Collateral Trustee.
Appears in 1 contract
Sources: Credit Agreement (NRG Energy, 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 Material Domestic 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 7.3(gclauses (6)(A) and (B), (m8), (9), (12), (16), (26), (29), (35) and (if 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 was granted on such property in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 90120 days (or such longer period as the Administrative Agent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Security Agreements 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 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 reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens permitted under Section 6.7) in such Property, subject to no Liens except as permitted by Section 7.3property, including without limitation, the filing of Uniform Commercial Code or PPSA financing statements or other filings in such jurisdictions as may be required by the Guarantee and Collateral Agreement Security Agreements 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 Material Property or any property having constituting Borrowing Base Real Property Collateral (to the extent included in the definition of Collateral) either (i) owned at the Closing Date by any Loan Party or (ii) acquired by any Loan Party (or any Group Member required to become a purchase price (together with improvements thereofLoan Party pursuant to the terms of the Loan Documents) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(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 in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such interest in real property, subject to no Liens except as permitted by Section 7.3, (ii) in the case of Material Property or real property constituting Borrowing Base Real Property Collateral located in the United States, if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount equal to the purchase price of such real estate 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 to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent a legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant acceptable 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, 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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 aboveenforceability of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent, and (iv) the materials described in Section 4.1(a)(vi). Notwithstanding the foregoing, no Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) shall be required to provide a Mortgage with respect to any Non-Material Property (other than real property constituting Borrowing Base Real Property Collateral) or any leasehold property pursuant to this Section 5.9(b).
Appears in 1 contract
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 Material Domestic 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 7.3(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 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 Guarantee and 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 property and (ii) take all actions necessary or reasonably 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 no Liens (except as expressly permitted by Section 7.3) security interest and Lien in such property, 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 requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 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 Borrower or any of its Closing Date which becomes a Material Domestic Subsidiaries (Subsidiary after the Closing Date), such Co-Borrower shall or shall cause any other than any such real property subject to a Lien expressly permitted by Section 7.3(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 a form reasonably satisfactory delivering (1) to the Administrative Agent a completed Subsidiary Borrower Joinder Agreement substantially in favor the form of the Administrative Agent, for the benefit of the Lenders, covering such real property, 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 property in an amount equal to the purchase price of such real estate as well as a current ALTA survey thereof, together with a surveyor's certificate Exhibit J and (y2) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with 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 and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent a legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiariesthe Lenders may request, (iiB) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to 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, (BC) to take such actions as are necessary or reasonably 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 Guarantee and Collateral Agreement Agreement, with respect to such new Material Domestic Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 (ivE) 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(dc) With respect to any new Excluded Foreign Promptly following the receipt and approval of all requested resolutions, incumbency certificates, opinions of counsel, Subsidiary which is a Material Foreign Subsidiary created or acquired after Borrower Joinder Agreements, Assumption Agreements and other 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 Subsidiaries (whichthe effective date upon which the applicable Subsidiary of the Borrower shall constitute a “Subsidiary Borrower” for purposes under the Loan Documents, whereupon each of the parties agrees that such Subsidiary Borrower otherwise shall be a “Co-Borrower” for all purposes under the purposes Loan Documents; provided that, notwithstanding the foregoing, no such approval of this paragraph (d), a Subsidiary Borrower shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly be effective (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 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 (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 such 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 substance and Lenders have not complied with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agentall 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 Restatement Effective Date by the Borrower DW Animation or any of its Material Domestic Subsidiaries Loan Party (other than (w) any property that would have been excluded from the definition of “Collateral” as set forth in Section 3 of the Guarantee and Collateral Agreement if such property had been owned by DW Animation or any Grantor (as defined in the Guarantee and Collateral Agreement) prior to the Restatement Effective Date, (x) any Property property described in paragraph (b), (c) or (d) below and below, (y) any Property fee interest in any real property and (z) any property subject to a Lien expressly permitted by Section 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p7.2(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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Propertyproperty (subject only to (x) in the case of property consisting of Capital Stock, subject Permitted Collateral Liens and (y) with respect to no property other than Capital Stock, Liens except as permitted by under Section 7.37.2), 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.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent[Reserved].
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material a Foreign Subsidiary or (except with respect to clauses (i) and (ii) below) an Excluded Foreign Subsidiary) created or acquired after the Closing Restatement Effective Date by the Borrower DW Animation or its Subsidiaries (which, which for the purposes of this paragraph (c), ) shall include any existing Subsidiary that becomes a Material Domestic Subsidiary or that ceases to be a Foreign Subsidiary or 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 Guarantee and Collateral Agreement as the Administrative Agent deems reasonably 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 (including any Excluded Subsidiary) that is owned by the Borrower or any of its Subsidiariesa Loan Party (subject only to Permitted Collateral Liens), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or relevant Loan Party, and take such Subsidiaryother action as may be necessary or, as in the case may bereasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and Agreement, (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 perfected security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 AgentAgent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit B, 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 with customary exceptions and qualificationssubstance, 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 Restatement Effective Date by the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems reasonably 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 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 issued and outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such the Capital Stock, if such Capital Stock is certificatedany, 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 of the Administrative Agent thereonAgent’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 with customary exceptions and qualificationssubstance, 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 Material Domestic 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 7.3(g), (my) 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 (if such Lien was granted 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 transaction comparable security interest therein is excessive in relation to that permitted by Section 7.3(g)) or (p)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 Guarantee and 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 LendersSecured Parties, a security interest in such Property property 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 to no Liens except as permitted property with the priority required by Section 7.3the Intercreditor Agreement, 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 requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent[Reserved].
(c) With respect to any new Domestic Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party (which, for the purposes of this paragraph (c), shall include any (1) existing Subsidiary that becomes a Material Domestic Subsidiary or that is not an Excluded Subsidiary and (2) any existing Domestic Subsidiary that ceases to be an Excluded Foreign Subsidiary and is a Material Foreign 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected 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, 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 Guarantee and Collateral Agreement and 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material CFC Holding Company or a Foreign Subsidiary), promptly 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 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 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 such 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, 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 of the Administrative Agent 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 with customary exceptions and qualifications, 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 acquired after To the Closing Date by extent the Borrower or any Guarantor is required to ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its Material Domestic Subsidiaries property or its assets in order to secure the Obligations pursuant to clause (other than (xi) of Section 6.6, the Borrower shall, and shall cause any Property described in paragraph (b)such Guarantor to, (c) or (d) below at the Borrower’s sole cost and (y) any Property subject to a Lien expressly permitted by Section 7.3(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 Lienexpense, promptly (i) execute and deliver to in any event simultaneously with the Administrative Agent grant of any such amendments to the Guarantee and Collateral Agreement Initial Lien (or such other documents longer period as the Administrative Agent deems necessary or advisable may agree in order to grant to the Administrative Agent, for the benefit of the Lenders, 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 Lenders, a perfected first priority security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(gwriting)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties, a perfected first priority security interest with the priority required by Section 6.6 (subject to Liens permitted pursuant to Section 6.6) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, property or assets subject to no Liens except as permitted by Section 7.3the applicable Initial Lien, including, without limitation, including the filing of Uniform Commercial Code financing statements statements, filings related to aircraft and related assets with the Federal Aviation Administration and International Registry, or other filings or registrations in such jurisdictions any applicable U.S. or non-U.S. jurisdiction as may be required by the Guarantee and Collateral Agreement applicable Security Documents or by law or as may be reasonably requested by the Administrative Agent, and (ivii) 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 with customary exceptions and qualificationssubstance, 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 Agentany Aviation Assets are subject to such Initial Lien, deliver a customary intercreditor agreement that is reasonably acceptable to the Administrative Agent legal opinions relating and the Borrower, between the Administrative Agent and the collateral agent or other representative of holders of Indebtedness secured by such Initial Lien, and which shall provide that the Initial Lien on such Aviation Assets shall rank junior in priority to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory Liens on such Aviation Assets granted to the Administrative AgentAgent in order to secure the Obligations.
(b) [Reserved]
(c) [Reserved]
(d) For the avoidance of doubt, in addition to any additional Collateral resulting from clauses (a) through (c) above, the Collateral shall include any property of a Grantor upon which a Lien is purported to be created by any Security Document (including any Pledge Agreement).
Appears in 1 contract
Sources: Credit Agreement (Fortress Transportation & Infrastructure Investors LLC)
Additional Collateral, etc. (a) With respect to any Property acquired after the Closing Date by the either Borrower or any of its Material 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p6.3(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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a 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 Lenders, a perfected first priority security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 estate acquired after the Closing Date by the either Borrower or any of its Material Domestic Subsidiaries (other than any such real property estate subject to a Lien expressly permitted by Section 7.3(g6.3(g)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to or deed of trust, as the Administrative Agent case may be, in favor of the Administrative Agent, Agent for the benefit of the Lenders, covering such real propertyestate, subject in form and substance reasonably satisfactory to no Liens except as permitted by Section 7.3, the Administrative Agent (ii) if requested by the Administrative Agent, Agent provide the Lenders with (xk) title and extended coverage insurance covering such real property 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the either 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 (x) such amendments to the Guarantee and Collateral Agreement as 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 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, 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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 with customary exceptions and qualificationssubstance, 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) i. [Reserved].
ii. With respect to any fee interest in any Material Real Property acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries Loan Party (other than (x) any Property described in paragraph (bExcluded Real Property), within 90 days (cor such later date as may be agreed by the Administrative Agent)
(i) or give notice of such acquisition to the Collateral Agent and promptly execute and deliver a first priority Mortgage (d) below and (y) any Property subject to a Lien expressly liens permitted by Section 7.3(g), (m7.3) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)) as to which favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties, does covering such Real 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 Collateral Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such Real Property in an amount at least equal to the purchase price of such Real Property (or such other amount as shall be reasonably specified by the Collateral Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not have contain an exception for any matter shown by a perfected Liensurvey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), promptly each in form and substance reasonably satisfactory to the Collateral Agent, (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Collateral Agent, in connection with such Mortgage, 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 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.
iii. With respect to any new Domestic Subsidiary (other than 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 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 Guarantee and 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 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 Lenders, a perfected first priority security interest in such Property, 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 extent required by the Guarantee Security Documents and Collateral Agreement or by law or as may be requested by with the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted priority required by Section 7.3(g)), promptly (i4.17) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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, 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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably 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 Guarantee and 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 Guarantee and 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory similar to the Administrative Agentopinions delivered at the Closing Date.
(d) iv. With respect to any Capital Stock of any new Excluded First Tier Foreign Subsidiary which is a Material 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 (which, for the purposes of this paragraph (dAdministrative Agent), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), 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 Guarantee and 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 such 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 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 Administrative 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 with customary exceptions and qualifications, 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 and not constituting Excluded Assets) acquired after the Closing Date by the Borrower or any of its Material Domestic 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 7.3(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 LendersSecured Parties, does not have a perfected Lien, promptly (i) 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 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 property and (ii) take all actions necessary or reasonably 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 no Liens (except as expressly permitted by Section 7.3) security interest and Lien under the laws of the applicable United States jurisdiction (and the laws of any foreign country which govern or apply to any material Collateral, or to assets of any Guarantor that is a Foreign Subsidiary as reasonably determined and requested by the Administrative Agent) in such property, 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; 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 property having a purchase price value (together with improvements thereof) of at least $5,000,000 1,500,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly promptly, to the extent requested by the Administrative Agent, (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real property, 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 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 a legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
. In connection with the foregoing, no later than three (d3) With respect Business Days prior to any new Excluded Foreign Subsidiary the date on which a Mortgage is a Material Foreign Subsidiary created or acquired after executed and delivered pursuant to this Section 6.12, in order to comply with the Closing Date by the Borrower or any of its Subsidiaries (whichFlood Laws, 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 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable applicable improved real property is located in order to grant a special flood hazard area, a notification to the Administrative Agentapplicable 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, for (C) documentation evidencing the benefit applicable Loan Party’s receipt of the LendersLoan Party Notice (e.g., a perfected first priority security interest in countersigned Loan Party Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Capital Stock of such new Subsidiary which Loan Party Notice 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)given and flood insurance is available in the community in which the property is located, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer copy of one of the Borrower 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 Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion evidence 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 with customary exceptions and qualifications, and from counsel, flood insurance reasonably satisfactory to the Administrative AgentAgent (any of the foregoing being “Evidence of Flood Insurance”).
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 Material Domestic 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 7.3(g), and (miii) Inventory and Vehicles (if such Lien was granted each as defined in a transaction comparable to that permitted by Section 7.3(g)) or (pthe 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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property 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, (subject to no Liens except as permitted by Section 7.3) 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 Guarantee and 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 property having a purchase price value (together with improvements thereof) of at least $5,000,000 10,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, 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 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(ci) 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 non-Material Domestic 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, non-Material 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.
(ii) 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 and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Group Member (which, for the purposes of this paragraph (c), shall include other than by any existing Subsidiary Group Member that becomes a Material Domestic Subsidiary or that ceases to be is 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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, 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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 other action as may be required by necessary or, in the Guarantee and Collateral 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 with customary exceptions and qualificationssubstance, 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 which is with a Material Foreign Subsidiary created or acquired after significant value in relation to the Closing Date by the Borrower or any consolidated total assets of Holdings and its Subsidiaries (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 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably 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 such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiaryrelevant Group Member, as appropriate amendments to the case may be, Guarantee and take such other action as may be necessary or, in Collateral Agreement and filings under the opinion of the Administrative Agent, desirable to perfect the Lien of the Uniform Commercial Code).
(e) The Administrative Agent thereon, and may in its sole discretion waive the requirements of Sections 6.12
(iiia) 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.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 Material Domestic 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 7.3(g), (mC) 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 (if such Lien was granted D) any property that is Excluded Property (as defined in a transaction comparable to that permitted by Section 7.3(g)) or (pthe 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 Guarantee and 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 LendersSecured Parties, a security interest in such Property property 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 any such Property, subject to no Liens except as permitted property (with the priority required by Section 7.3the Intercreditor Agreement), 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 requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material CFC Holding Company or Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party (which, for the purposes of this paragraph (cd), shall include any existing Subsidiary that becomes a Material Domestic Subsidiary CFC Holding Company or that ceases to be an Excluded a Foreign Subsidiary), within sixty (60) days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary and is a Material Foreign Subsidiary(or such later date as the Administrative Agent shall agree to in its sole discretion) or any of its Subsidiaries, promptly (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 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, 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 Guarantee relevant Loan Party and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 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 Subsidiaries (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 Guarantee and Collateral 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 such 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 substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agenttherein.
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 Material Domestic 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 7.3(g), (my) 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 (if such Lien was granted z) any Excluded Property (as defined in a transaction comparable to that permitted by Section 7.3(g)the Guarantee and Collateral Agreement) or other property (p)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 Guarantee and 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 LendersSecured Parties, a security interest in such Property property 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 to no Liens except as permitted property with the priority required by Section 7.3the Intercreditor Agreements, 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 requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent[Reserved].
(c) With respect to any new Domestic Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party (which, for the purposes of this paragraph (c), shall include any (1) existing Subsidiary that becomes a Material Domestic Subsidiary or that is not an Excluded Subsidiary and (2) any existing Domestic Subsidiary that ceases to be an Excluded Foreign Subsidiary and is a Material Foreign 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected 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, 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 Guarantee and Collateral Agreement and 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material CFC Holding Company or a Foreign Subsidiary), promptly 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 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 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 such 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, 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 of the Administrative Agent 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 with customary exceptions and qualifications, 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 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 Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 Guarantee and 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 property and (ii) take all actions necessary or reasonably 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 no Liens except as permitted by Section 7.3property, 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 requested by the Administrative Collateral Agent.
(b) With respect to any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 7,500,000 acquired after the Closing 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 Material Domestic Subsidiaries Law (other than (x) any such real 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 7.3(g)any Excluded Foreign Subsidiary), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and 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 the Borrower any Loan Party (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 Subsidiary, a Non-Material Subsidiary, a Specified Joint Venture, a HUD Owner or a not-for-profit corporation or similar entity that is prohibited from granting a Material Foreign Subsidiary) or any 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 Guarantee and 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 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, 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 Collateral Agreement and the Collateral Agreement, (B) to take such actions necessary or reasonably 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary which is (other than a Material Foreign 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 Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)Loan Party, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and 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 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 such 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 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 of the Administrative Agent 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 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 customary exceptions undated stock powers, in blank, executed and qualificationsdelivered 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 acquired after the Closing Date by the Borrower Company or any of its Material Domestic 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 7.3(g)7.03(g) or, (my) (if such Lien was granted in a transaction comparable to that permitted Property acquired by Section 7.3(g)) an Excluded Subsidiary or (p)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 Guarantee and 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 (to the extent such Property is of a type that would constitute Collateral as described in the Guarantee and Collateral Agreement) and (ii) take all actions reasonably necessary or reasonably 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 Propertythe case of the pledge of Capital Stock of any Subsidiary, subject to no Liens except as permitted by Section 7.37.03) in such Property (to the extent required by the Guarantee and 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 Guarantee and 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 property having a purchase price value (together with improvements thereof) of at least $5,000,000 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 Material Domestic 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 property subject is excessive relative to a Lien expressly permitted the practical benefit of the Lenders afforded thereby, as determined by Section 7.3(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 a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount equal deliver to the purchase price of Collateral Agent (A) a lender’s title insurance policy, in form and substance reasonably acceptable to the Collateral Agent, insuring such real estate as well Mortgage as a current ALTA 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 Surveying and Mapping (ALTA/ACSM) form of survey thereofby a duly registered and licensed land surveyor for which all necessary fees have been paid dated a date reasonably acceptable to the Collateral Agent, together 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 surveyor's certificate “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 (yD) any consents an opinion of local counsel reasonably satisfactory to the Collateral Agent. No later than 30 days (or estoppels such later date as the Collateral Agent or Co-Collateral Agent shall reasonably deemed necessary or advisable by agree) prior to the Administrative 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 in connection with such mortgage or deed of trustand the Co-Collateral Agent shall have received the following documents (collectively, each of the foregoing “Flood Documents”), 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 a legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, 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 any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower (which, for the purposes of this paragraph (c)paragraph, 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) ), by the 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 Guarantee and 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 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 StockStock (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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject Subsidiary to no Liens except as permitted the extent required by Section 7.3the 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 Guarantee and 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 with customary exceptions and qualifications, 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 Excluded Foreign Subsidiary which is a Material 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 (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes other Person as a Material Foreign Subsidiary), promptly (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 in order to grant to the Administrative Agent, for the benefit 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 such Capital Stock is certificated, 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 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 with customary exceptions and qualifications, 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 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 Material Domestic Subsidiaries (other than and the Administrative Agent) (x) any Property described in paragraph execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement (b), (cincluding schedules thereto) or (d) below and (y) any Property subject such other documents as the Administrative Agent deems reasonably necessary to a Lien expressly permitted by Section 7.3(g), (m) (if such Lien was granted in a transaction comparable grant to that permitted by Section 7.3(g)) or (p)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a security interest in such Property and (y) take all actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected Lienfirst priority security interest (subject to Permitted Liens) in such Property to the extent required under the Guarantee and Collateral Agreement, including the filing of UCC financing statements in such United States jurisdictions as may be required by the Guarantee and Collateral Agreement.
(b) With respect to any fee interest in any real property (other than Excluded Assets) acquired after the Closing Date by any Loan Party, as soon as reasonably practicable and in any case on or prior to ninety (90) days after such acquisition or such later date as the Administrative Agent shall reasonably agree (i) execute and deliver a first priority Mortgage (subject to Permitted Liens), in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) provide the Administrative Agent for the benefit of the Secured Parties with title and extended (to the extent available without surveys) coverage insurance covering such real property in an amount at least equal to the purchase price of such real property as well as, if available and reasonably requested by the Administrative Agent, a current ALTA survey thereof, together with a surveyor’s certificate (in form and substance reasonably satisfactory to the Administrative Agent), each of the foregoing in form and substance reasonably satisfactory to the ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, (▇▇▇) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions of local counsel and counsel in the jurisdiction where the Loan Party that owns such Mortgaged Property is located, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the 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 Subsidiary Guarantor within the meaning of that term acquired or formed after the Closing Date promptly (and in any event within fifteen (15) days unless otherwise agreed to by the US Borrower and the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents (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 Lenders, 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 LendersSecured Parties, a perfected first priority security interest in such Property, (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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(bPermitted Liens) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 StockStock constituting 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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent 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 Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary, subject to no Liens except as permitted by Section 7.3including the recording of instruments in the U.S. Patent and Trademark Office and the U.S. Copyright Office, includingif required, without limitation, and the filing of Uniform Commercial Code UCC 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 AgentAgreement, 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 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 Notwithstanding the Closing Date by the Borrower foregoing provisions of this Section 5.9 or any other provision hereof or of its Subsidiaries (whichany other Loan Document, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly (i) execute the US Borrower and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order Guarantors shall not 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 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 any jurisdiction outside the United States) and no Security Document shall be governed by the laws of any jurisdiction outside the United States, except with respect to any assets located in Canada that do not constitute Excluded Assets (to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the 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 extent reasonably 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 Administrative Agent legal opinions relating to extent required by the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationsSecurity Documents, and from counsel, reasonably satisfactory (iv) the Loan Parties shall not be required to perfect security interests in Collateral other than as required under the Administrative Agentterms of the Security Documents.
Appears in 1 contract
Sources: Credit Agreement (Continental Building Products, Inc.)
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 7.3(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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a 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 Lenders, a perfected first priority security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Unqualified Subsidiary) created or acquired after the Closing 2003 Amendment Effective Date by the Borrower Holdings or any of its Qualified Subsidiaries (which, for the purposes of this paragraph (cb), 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 Unqualified Subsidiary) or any of its Subsidiaries), promptly (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 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 Holdings or any of its Subsidiaries, (ii) if requested by the Administrative Agent or the Required Lenders, 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 Holdings or the Borrower or such relevant Subsidiary, as the case may be, and (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 advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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. The parties hereto acknowledge that the Guarantee and Collateral Agreement provides that each such Subsidiary shall be required to pledge its assets as provided therein but shall not be required to guarantee payment of obligations pursuant thereto unless (i) such Subsidiary guarantees payment of all or any portion of the Guaranteed Obligations, as defined in the 2001A Participation Agreement and the 2001B Participation Agreement, or (ivii) if such Subsidiary is requested to become a guarantor by the Administrative Agent, deliver to Agent or the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative AgentRequired Lenders.
(db) With respect to any new Excluded Foreign Subsidiary which is a Material Foreign Unqualified Subsidiary created or acquired after the Closing 2003 Amendment Effective Date by the Borrower Holdings or any of its Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower Holdings or any of its Subsidiaries Subsidiary that is not an Excluded Unqualified Subsidiary (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Holdings or the Borrower or such relevant 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 substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent’s security interest therein.
Appears in 1 contract
Sources: Amendment (Hanover Compressor Co /)
Additional Collateral, etc. (a) With Subject to Section 5.9(d), with respect to any personal Property (other than an Excluded Asset) acquired or created (including the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by any existing Loan Party, no later than the Borrower next date of delivery of financial statements pursuant to Section 5.1(a) or 5.1(b) covering a period that includes the date of such acquisition or creation of such Property (subject, in each case, to any of its Material Domestic Subsidiaries specific time frame established in the relevant Loan Documents) (other than (x) any Property described in paragraph (bor such later date as may be agreed by the Administrative Agent), (c) or (d) below and (y) any Property subject to a Lien expressly permitted by Section 7.3(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 (ix) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Security Documents (including schedules thereto) 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 LendersSecured Parties, a security interest in such Property and (iiy) take all actions reasonably necessary or reasonably advisable (as determined in good faith by Holdings) 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 Property to no Liens except as permitted by Section 7.3the extent required under the Security Documents, including without limitation, the filing of Uniform Commercial Code UCC 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 AgentSecurity Documents.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereofother than an Excluded Asset) of at least $5,000,000 acquired after the Closing Date by any Loan Party, as soon as reasonably practicable and in any case on or prior to 120 days after such acquisition or such later date as the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly Administrative Agent shall reasonably agree (i) execute and deliver a first priority mortgage in a form reasonably satisfactory Mortgage (subject to the Administrative Agent Permitted Liens), in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by provide the Administrative Agent, provide Agent for the Lenders benefit of the Secured Parties with (xA) a title and insurance policy with extended coverage insurance covering such real property in an amount equal to the purchase price then-applicable fair market value of such real estate property as well as (B) a current ALTA survey thereof, together with a customary surveyor's certificate and (y) any consents or estoppels ’s certificate, if such ALTA survey is reasonably deemed necessary or advisable requested by the Administrative Agent Agent; provided, that no ALTA survey shall be required in connection with any Mortgage for which the Loan Parties deliver a title insurance policy that does not contain a general exception for matters that would be shown by a survey, (iii) deliver to the Administrative Agent legal opinions of local counsel in the jurisdiction where the Loan Party that owns such mortgage or deed of trust, each of the foregoing Mortgaged Property is located in form and substance reasonably acceptable to the Administrative Agent and its counsel, and (iv) if such Mortgaged Property is required to be insured pursuant to the Flood Disaster Protection Act of 1973 or the National Flood Insurance Act of 1968, and the regulations promulgated thereunder because improvements on such Mortgaged Property are located in an area which has been identified by the director of the Federal Emergency Management Agency as a “special flood hazard area”, provide to the Administrative Agent (A) evidence of a policy of flood insurance that (1) covers such improvements and (2) is written in an amount reasonably satisfactory to the Administrative Agent (not to exceed 100% of the value of such improvements and the contents thereof as reasonably determined) and (iiiB) if a confirmation that the applicable Loan Party has received the notice requested by pursuant to Section 208.25(i) of Regulation H of the Administrative Agent, deliver to the Administrative Agent a legal opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative AgentBoard.
(c) With respect to (x) any new Domestic Subsidiary that would constitute a Subsidiary Guarantor (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiarywithin the meaning of the term) that is created or acquired after the Closing Date (other than an Excluded Subsidiary), (y) any previously Excluded Subsidiary that ceases to constitute an Excluded Subsidiary (pursuant to the definition of such term) (including any Immaterial Subsidiary that ceases to constitute an Immaterial Subsidiary or that has been designated by the Borrower to no longer constitute an Immaterial Subsidiary in order to comply with the proviso to the definition thereof) or (whichz) any Discretionary Guarantor (each such Person, for the purposes of this paragraph (ca “Subsequent Required Guarantor”), shall include any existing Subsidiary in each case no later than the next date of delivery of financial statements pursuant to Section 5.1(a) or 5.1(b) covering a period that includes the date on which such Person becomes a Material Domestic Subsidiary or that ceases to be an Excluded Foreign Subsidiary and is a Material Foreign Subsidiary) or any of its Subsidiaries, promptly Subsequent Required Guarantor (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement Security Documents (including schedules thereto) as the Administrative Agent reasonably 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 (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 Agent (x) the certificates certificates, if any, representing such Capital StockStock of such Subsequent Required Guarantor constituting certificated securities under the UCC, together with undated stock powers, in blank, to the extent necessary to perfect the Administrative Agent’s security interests therein, and (y) any note, instrument or debt security in favor of such Subsequent Required Guarantor, endorsed in blank or accompanied by an executed transfer form in blank, in each case executed and delivered by a duly authorized officer of such Subsequent Required Guarantor, in each case to the 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 Guarantee and Collateral Agreement applicable Security Documents and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock Collateral described in the applicable Security Documents with respect to such Subsequent Required Guarantor, 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 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 Stockapplicable IP Office, if such 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 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 of the Administrative Agent thereonSecurity Documents, 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) no Loan Party shall be required to grant a security interest in form any Excluded Assets, (ii) no Loan Party shall be required to perfect any pledges, security interests and substance and with customary exceptions and qualificationsmortgages in the Collateral by any means other than (A) filings pursuant to the Uniform Commercial Code in the office of the Secretary of State of the relevant State, and from counsel(2) filings in the applicable IP Offices with respect to intellectual property as expressly required in the Security Documents, reasonably satisfactory (B) Mortgages in respect of Mortgaged Properties to be filed in the applicable recording office(s) of the counties in which the Mortgaged Property is located (and, if required or customary in the jurisdiction where such Mortgaged Properties are located, fixture filings) and (C) subject to the ABL Intercreditor Agreement, any Senior Pari Passu Intercreditor Agreement, any Senior/Junior Intercreditor Agreement and any other intercreditor arrangements entered into pursuant to this Agreement, delivery to the Administrative Agent of all certificates evidencing Capital Stock required to be delivered in order to perfect the Administrative Agent’s security interest therein, and 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) no Loan Party shall be required to (A) deliver control agreements or (B) otherwise deliver perfection by “control” (within the meaning of the UCC) (including with respect to deposit accounts, securities accounts and commodities accounts), other than as described in clause (ii)(C) above and (iv) no Loan Party shall be required to take any action (other than the actions listed in clause (ii)(A) or (C) above) with respect to any assets located outside of the United States (or any political subdivision thereof) in connection with pledging Collateral or enter into any collateral documents governed by the laws of any country (or any political subdivision thereof) other than the United States (or any political subdivision thereof).
Appears in 1 contract
Sources: Senior Lien Term Loan Credit Agreement (Forterra, Inc.)
Additional Collateral, etc. (a) With respect to any Property -------------------------- acquired after the Closing Date by the Borrower Company or any of its Material 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p8.3(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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a 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 Lenders, a perfected first priority security interest in such Property, 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 Guarantee and 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 property located in the United States having a purchase price fair market value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g))5,000,000, promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, 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 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 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) Company or any of its Subsidiaries, promptly promptly:
(i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or an additional Pledge Agreement, and take such other actions, as the Administrative Agent or the Syndication Agent deems necessary or reasonably 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, 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 Guarantee Collateral Agreement and Collateral to execute a Domestic Obligations Guarantor Joinder Agreement and a Foreign Obligations Guarantor Joinder Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 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 with customary exceptions and qualifications, 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 Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p8.3(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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a 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 Lenders, a perfected first priority security interest in such Property, 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 Guarantee and 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 property located in the United States having a purchase price fair market value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g))5,000,000, promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, 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 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Restatement Effective 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) Company or any of its Subsidiaries, promptly promptly:
(i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or an additional Pledge Agreement, and take such other actions, as the Administrative Agent or the Syndication Agent deems necessary or reasonably 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, 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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to Capital Stock of such new Subsidiary;
(iii) in the case of any Foreign Subsidiary, subject cause such Subsidiary 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent, and 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 with customary exceptions and qualificationssubstance, 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 Excluded Foreign Subsidiary which is a Material to the extent that (x) such Foreign Subsidiary created and its Subsidiaries had consolidated revenues for the 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 acquired after any of its Subsidiaries to be subject to material adverse tax consequences or would cause the Closing Date by the Borrower Company or any of its Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 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 such 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 reasonable judgment of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent 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 with customary exceptions and qualifications, 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 Material Domestic 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 7.3(g), and (miii) Inventory and Vehicles (if such Lien was granted each as defined in a transaction comparable to that permitted by Section 7.3(g)) or (pthe 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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property 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, (subject to no Liens except as permitted by Section 7.3) 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 Guarantee and 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 property having a purchase price value (together with improvements thereof) of at least $5,000,000 10,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, 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 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) (i) With respect to any new material Subsidiary (other than any non-Material Domestic Subsidiary, non-Material an Excluded Foreign Subsidiary and Excluded Foreign Subsidiaryor a Subsidiary of ▇▇▇. ▇▇▇▇▇▇▇▇'▇) created or acquired after the Closing Date by any Group Member or any Subsidiary which after the Borrower (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that Closing Date becomes a Material Domestic material Subsidiary or that ceases to be (other than an Excluded Foreign Subsidiary and is or a Material Foreign Subsidiary) or any Subsidiary of its Subsidiaries▇▇▇. ▇▇▇▇▇▇▇▇'▇), promptly (iA) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new material 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, 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 Guarantee and Collateral Agreement and Agreement, (BII) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement (subject to Liens permitted by Section 7.3) with respect to such new material Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With Subject to paragraphs (b) and (c) of this Section, and other than (1) any Property subject to a Lien expressly permitted by Section 7.3(g) or Section 7.3(m) and (2) any Excluded Assets, 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)Designated Subsidiary or any Inactive Subsidiary, (c) but only so long as such Domestic Subsidiaries shall continue to be Designated Subsidiaries or (d) below and (y) any Property subject to a Lien expressly permitted by Section 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)Inactive Subsidiaries) 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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in such Property, subject to no prior Liens other than, in the case of Collateral other than Pledged Stock, Liens permitted under Section 7.3, and in the case of Pledged Stock, tax liens to the extent (A) permitted under Section 7.3(a) and (B) the applicable tax lien statute provides for the priority of such tax lien by operation of law, 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, the taking of such other actions to effect perfection as may be required or provided for by the Guarantee and Collateral Agreement or as otherwise may be reasonably requested by the Administrative Agent; provided that (1) with respect to U.S. Intellectual Property acquired by the Borrower or any of its Domestic Subsidiaries (other than any Designated Subsidiary or any Inactive Subsidiary; but in the case of an Inactive Subsidiary only if such Domestic Subsidiary shall continue to be an Inactive Subsidiary notwithstanding the acquisition of such U.S. Intellectual Property)) in the ordinary course of business during any fiscal quarter, this Section 6.9(a) shall be deemed satisfied if the Borrower and its Subsidiaries (other than any Designated Subsidiary or any Inactive Subsidiary; but in the case of an Inactive Subsidiary, only if such Inactive Subsidiary continues to be an Inactive Subsidiary) take the actions required by clauses (i) and (ii) above with respect to such U.S. Intellectual Property within five Business Days following the date of delivery of the officer’s certificate with respect to such fiscal quarter or the fiscal year ended at the end of such fiscal quarter required to be delivered pursuant to Section 6.2(b); (2) Liens shall not be required to be granted hereunder on more than 65% of the total outstanding Capital Stock of any Foreign Subsidiary; (3) no Loan Party shall be required to deliver promissory notes or other instruments if the aggregate principal amount thereof does not exceed $2,500,000; (4) no Loan Party (or issuer or securities intermediary) shall be required to deliver a “control agreement” with respect to any Securities Account in which the fair market value of the assets maintained in such Securities Account is less than $15,000,000; and (5) no Loan Party shall be required to take any action to perfect any security interest in (x) Letter of Credit Rights that do not constitute Supporting Obligations, (y) Electronic Chattel Paper or (z) Deposit Accounts.
(b) With respect to any new Subsidiary (other than any Excluded Foreign Subsidiary or any Subsidiary the Capital Stock of which is held by 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 Designated Subsidiary, an Excluded Foreign Subsidiary, a Foreign Subsidiary or an Inactive Subsidiary, as the case may be), by the Borrower or any of its Subsidiaries, promptly, and in any event within 30 days after the creation or acquisition of such Subsidiary, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any of its Domestic Subsidiaries (other than by a Domestic Subsidiary that is a Designated Subsidiary or that is an Inactive Subsidiary; but in the case of an Inactive Subsidiary only if such new Subsidiary is also an Inactive Subsidiary), subject to no other prior Liens other than tax liens to the extent (A) permitted by Section 7.3(a) and (B) the applicable tax lien statute provides for the priority of such tax lien by operation of law, (ii) deliver to the Administrative Agent all certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (other than in the instance of a new Subsidiary that is a Designated Subsidiary or an Inactive Subsidiary), to (A) become a party to the Guarantee and Collateral Agreement as a Guarantor and, unless such new Subsidiary is a Foreign Subsidiary, a Grantor and (B) if such new Subsidiary is a Domestic Subsidiary, take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no prior Liens other than, in the case of Collateral other than Pledged Stock, Liens permitted under Section 7.3, and, in the case of Pledged Stock, tax liens to the extent (1) permitted by Section 7.3(a) and (2) the applicable tax lien statute provides for the priority of such tax lien by operation of law, 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 the taking of such other actions to effect perfection as may be required or provided for by the Guarantee and Collateral Agreement or as otherwise may be reasonably requested by 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; provided that (A) in no event shall more than 65% of the total outstanding Capital Stock of any Excluded Foreign Subsidiary be required to be pledged hereunder; (B) no actions shall be required to be taken to create or perfect any such pledge, and no legal opinions shall be required to be delivered with respect thereto, in each case under the laws of the jurisdiction of any Foreign Subsidiary; (C) no Loan Party shall be required to deliver promissory notes or other instruments if the aggregate principal amount thereof does not exceed $2,500,000; (D) no Loan Party (or issuer or securities intermediary) shall be required to deliver a “control agreement” with respect to any Securities Account in which the fair market value of the assets maintained in such Securities Account is less than $15,000,000; and (E) no Loan Party shall be required to take any action to perfect any security interest in (1) Letter of Credit Rights that do not constitute Supporting Obligations, (2) Electronic Chattel Paper or (3) Deposit Accounts.
(c) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries (other than any Designated Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a 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 LendersSecured Parties, a perfected first priority security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which that is owned by the Borrower or any of its SubsidiariesDomestic Subsidiaries (other than by a Domestic Subsidiary that is a Designated Subsidiary or is an Inactive Subsidiary; but in the case of an Inactive Subsidiary only if such new Excluded Foreign Subsidiary is also an Inactive Subsidiary), (ii) deliver subject to no prior Liens other than tax liens to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary extent (A) to become a party to the Guarantee and Collateral Agreement permitted by Section 7.3(a) and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent applicable tax lien statute provides for the benefit priority 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, subject to no Liens except as permitted tax lien by Section 7.3, including, without limitation, the filing operation 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 (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 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 Subsidiaries (which, for the purposes of this paragraph (dlaw), 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the all certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the 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 customary legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that no actions shall be required to be taken to create or perfect any such pledge, and no legal opinions shall be required to be delivered with respect thereto, in each case under the laws of the jurisdiction of organization of such Foreign Subsidiary.
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 Material Domestic 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 7.3(g), (my) while Permitted Term Loans are outstanding, 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 (if such Lien was granted z) any Excluded Property (as defined in a transaction comparable to that permitted by Section 7.3(g)the Guarantee and Collateral Agreement) or other property (p)other than, while Permitted Term Loans are outstanding, 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 Guarantee and 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 LendersSecured Parties, a security interest in such Property property 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 to no Liens except as permitted property with the priority required by Section 7.3the Intercreditor Agreements, 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 requested by the Administrative Agent.
(bh) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent[Reserved].
(ci) With respect to any new Domestic Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party (which, for the purposes of this paragraph (c), shall include any (1) existing Subsidiary that becomes a Material Domestic Subsidiary or that is not an Excluded Subsidiary and (2) any existing Domestic Subsidiary that ceases to be an Excluded Foreign Subsidiary and is a Material Foreign 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected 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, 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 Guarantee and Collateral Agreement and 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(dj) With respect to any new Excluded Foreign Subsidiary which is a Material CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material CFC Holding Company or a Foreign Subsidiary), promptly 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 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 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 such 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, 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 of the Administrative Agent thereon, and ’s security interest therein.
(iiik) 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 with customary exceptions and qualifications, 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 Material Domestic 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 7.3(g), (mC) 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 (if such Lien was granted 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 transaction comparable security interest therein is excessive in relation to the value of the security to be afforded thereby, (E) any property that permitted by Section 7.3(g)is Excluded Property (as defined in the Guarantee and Collateral Agreement) or and (pF) 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 Guarantee and 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 LendersSecured Parties, a security interest in such Property property 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 any such Property, subject to no Liens except as permitted property (with the priority required by Section 7.3the Intercreditor Agreement), 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.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material new Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party (which, for the purposes of this paragraph (c), shall include (1) any existing Subsidiary that becomes a Material Domestic Subsidiary or that is not an Excluded Subsidiary and (2) any existing Domestic Subsidiary that ceases to be an Excluded Foreign Subsidiary and is a Material Foreign 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 reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in with 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, 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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and Collateral Intercreditor Agreement or by law or as may be requested by in 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.115
(dc) With respect to any new Excluded Foreign Subsidiary which is a Material CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries Loan Party (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material CFC Holding Company or a Foreign Subsidiary), promptly 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 reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or 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 certificates, if any, representing such pledged Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the 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 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent’s security interest therein.
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 Material Domestic 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 7.3(g), 7.3(m) and (m4) (if such Lien was granted in a transaction comparable to that permitted property acquired by Section 7.3(g)) or (p)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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such Property property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, property (subject to no Liens except as any Lien permitted by pursuant to Section 7.3), including without limitation, 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.
(b) With respect to any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Restatement Date by the Borrower or any of its Material Domestic Subsidiaries Group Member (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(g)7.3(m) or (p) and (y) Excluded Property), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory Mortgage (subject to the Administrative Agent any Lien permitted pursuant to Section 7.3), in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative Agent, provide the Lenders Secured Parties with (x) title and extended coverage insurance covering such real 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, (iii) deliver notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower and each Group Member relating thereto, together with evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form, substance and amount reasonably satisfactory to the Administrative Agent and (iiiiv) if requested by the Administrative Agent, deliver to the Administrative Agent a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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.
(c) With respect to any new Material Subsidiary (other than any non-Material Domestic Subsidiary, non-Material a Foreign Subsidiary and Excluded Foreign or CFC Domestic Subsidiary) created or acquired after the Closing Restatement 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 SubsidiariesGroup Member, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Material Subsidiary which that is owned by the Borrower or any Group Member (subject only to non-consensual Liens arising by operation of its Subsidiarieslaw), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new Material Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and Agreement, (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, Material Subsidiary (subject only to no Liens except as permitted by under Section 7.3), including, without limitation, 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 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, (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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative AgentAgent 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 Excluded Foreign Subsidiary which that is a Material Foreign Subsidiary created or acquired after the Closing Restatement Date by the Borrower or any of its Subsidiaries Group Member (which, for the purposes of this paragraph (d), shall include other than by any existing Excluded Foreign Subsidiary Group Member that becomes is a Material Foreign Subsidiary), and to the extent relevant and legally permissible to do so, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of 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 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 representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the 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 of the Administrative Agent thereonAgent’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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Replacement Facility Amendment (Allscripts Healthcare Solutions, 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 Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (pm)) 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 Guarantee and 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 property and (ii) take all actions necessary or reasonably 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 no Liens (except as expressly permitted by Section 7.3) security interest and Lien in such property, 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 requested by the Administrative AgentLender.
(b) With respect to any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 2,500,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g) or (m)), promptly promptly, to the extent requested by Lender, (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, Lender covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative AgentLender, provide the Lenders Lender with (x) title and extended coverage insurance covering such real 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 Lender) 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 a Lender legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (including any Immaterial Subsidiary existing as of the Borrower (which, for the purposes of this paragraph (c), shall include any existing Subsidiary that Closing Date which becomes a Material Domestic Subsidiary or that ceases to be an Excluded Foreign Subsidiary and is a Material Foreign Subsidiary) or any of its Subsidiariesafter the Closing Date), promptly (i) execute and deliver to the Administrative Agent Lender such amendments to the Guarantee and Collateral Agreement Agreement, Foreign Pledge Documents or Foreign Security Documents as the Administrative Agent Lender deems necessary or reasonably 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, 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 Guarantee and Collateral Agreement and or Guarantee (Non-U.S. Entities), as applicable, (B) to take such actions as are necessary or reasonably 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 Guarantee and Collateral Agreement and (2) with respect to any such new Material Foreign Subsidiary, subject to no Liens except as permitted by Section 7.3the Collateral described in the applicable Foreign Security Documents, includingin each case, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement Agreement, the applicable Foreign Security 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 with customary exceptions and qualificationssubstance, 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 Excluded Material First-Tier Foreign Subsidiary which is of a Material Foreign Subsidiary U.S. Borrower created or acquired after the Closing Date by the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)Loan Party, promptly (i) execute and deliver to the Administrative Agent Lender such amendments to the Guarantee and Collateral Agreement Agreement, Foreign Law Pledge Documents and/or Foreign Law Security Documents, as the Administrative Agent Lender deems necessary or reasonably 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 such 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 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 of the Administrative Agent 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 with customary exceptions and qualificationssubstance, 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 Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p7.3(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 Guarantee and 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 property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority (subject to Liens permitted by Section 7.3) security interest in such Property, subject to no Liens except as permitted by Section 7.3property, 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.
(b) With respect to any fee interest in any real property owned by any Loan Party having a purchase price value (together with improvements thereof) ), in the reasonable opinion of the Borrower, of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries 2,000,000 (other than any such real property subject to a Lien expressly permitted by Section 7.3(g7.3(i)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory (subject to the Administrative Agent Liens permitted by Section 7.3) Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, 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 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 a customary legal opinion opinions relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agentmatters described above.
(c) With respect to any new Restricted Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party (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 Unrestricted Subsidiary) or any of its Subsidiaries), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably 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 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, 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 Guarantee and Collateral Agreement and Agreement, (B) to take such actions reasonably necessary or reasonably 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 Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material Foreign Subsidiary (other than any Unrestricted Subsidiary) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent reasonably 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 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 such 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 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 of the Administrative Agent thereonAgent’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 with customary exceptions and qualificationssubstance, 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 acquired after the Closing First Restatement Date by the Borrower or any of its Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p8.3(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 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 Property, in each case, in accordance with the terms and conditions of the applicable Security Documents and (ii) take all actions necessary or reasonably 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 no Liens except as permitted by Section 7.3, 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 Document or by law or as may be requested by the Administrative Collateral Agent.
(b) With respect to any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 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 First Restatement Date by the Borrower or any of its Material Domestic Subsidiaries Group Member (other than any such real property subject to a Lien expressly permitted by Section 7.3(g8.3(g)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent 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 property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative Collateral Agent, provide the Lenders applicable Secured Parties with (x) title and extended coverage insurance covering such real 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 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 and (iii) if requested by the Administrative Collateral Agent, deliver to the Administrative Collateral Agent a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent.
(c) With respect to any new Material Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Subsidiary) created or acquired after the Closing First Restatement Date by the Borrower any Group Member (which, for the purposes of this paragraph (c), shall include any existing Material Subsidiary that becomes a Material Domestic Subsidiary or that ceases to be an Excluded Foreign Subsidiary and is or any existing Subsidiary that becomes a Material Foreign Subsidiary) or any of its Subsidiaries), promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement and each other Security Document or such other documents as the Administrative Collateral Agent reasonably deems necessary or reasonably 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, 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 Guarantee and Collateral Agreement and any other document requested by the Collateral Agent to guarantee the Obligations, (B) to take such actions necessary or reasonably 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 Guarantee and Collateral Agreement Collateral, subject to Liens expressly permitted by Section 8.3(g), with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, 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 Agreement, any other Security 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material Foreign Subsidiary created or acquired after the Closing First Restatement Date by any Group Member (other than by the Borrower Canadian Borrower, Canada’s Wonderland Company or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Group Member that is an Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement and such other Security 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 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 such Capital Stock is certificated, 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 of the Administrative Agent 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent.
(e) With respect to any new Excluded Foreign Subsidiary created or acquired after the First Restatement 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 Date by the Parent 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 7.3(g), (ml) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (po)) 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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a 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 Lenders, a perfected first priority security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Parent Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Parent 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Parent Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent Borrower or such Subsidiary, as the case may be, (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 advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, 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 Guarantee Back to Table of Contents and 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 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 Parent Borrower or any of its Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Parent 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 such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Conmed Corp)
Additional Collateral, etc. (a) With respect to any Property owned 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)) 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 Guarantee and 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 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 Propertyproperty and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, subject to no Liens for the benefit of the Secured Parties, a (except as permitted by Section 7.3expressly set forth in the applicable Security Document) 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 Guarantee and 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 property having a purchase price (together with improvements thereof) value of at least $5,000,000 1,500,000 acquired after the Closing Date by the Borrower or any Subsidiary Guarantor promptly (or within such period of its Material Domestic Subsidiaries (other than any such real property subject time as reasonably consented to a Lien expressly permitted by Section 7.3(g)), promptly the Administrative Agent) (i) execute execute, acknowledge and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent 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 property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative Agent, provide the Lenders Secured Parties with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real estate 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded a Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Group Member (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 (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 Guarantee and Collateral Agreement as the Administrative Agent reasonably 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 SubsidiariesGroup Member, (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powerspowers or equivalents, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, 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 Excluded Foreign Subsidiary which is a Material Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries Group Member (which, for the purposes of this paragraph (d), shall include other than by any existing Excluded Foreign Subsidiary Group Member that becomes is a Material 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a (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 such Capital Stock is certificated, 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 of the Administrative Agent thereonAgent’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 with customary exceptions and qualificationssubstance, 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 Material Domestic 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 7.3(gclauses (6)(A), (m8), (9), (12), (16), (26), (29), (35) and (if 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 was granted on such property in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 Guarantee and Collateral Security 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 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 Propertyproperty 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 no Liens except as permitted by Section 7.3Permitted 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 Guarantee and Collateral Security 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 property 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 purchase price (together with improvements thereofLoan Party pursuant to the terms of the Loan Documents) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(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 in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such interest in real property, 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 property in an amount equal to the purchase price of such real estate 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 a legal opinion opinions relating to the enforceability enforceability, due authorization, execution and delivery of any such mortgage Mortgage and the Lien created thereby, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) Guarantor created or acquired after the Closing Date by the Borrower any Group Member (which, for the purposes of this paragraph (cSection 5.9(c), shall include any existing Subsidiary that becomes a Material Domestic Subsidiary or Group Member that ceases to be an Excluded Foreign Domestic Subsidiary and is or a Material Foreign Non-Guarantor Subsidiary), within 90 days (or such longer period as the 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 this Agreement and the Guarantee and Collateral Security Agreement or other Security Documents 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 Guarantor that is owned by the Borrower or any of its SubsidiariesGroup Member, (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the 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 Guarantee and Collateral Agreement and Security Agreement, substantially in the form annexed thereto, (Bb) to take such actions reasonably 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 Guarantee and Collateral Security Agreement with respect to such new SubsidiarySubsidiary Guarantor, subject to no Liens except as permitted by Section 7.3, including, without limitation, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Security Agreement or by law or as may be requested by the Administrative Agent, and (c) to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Restricted Subsidiary which is directly owned by a Material 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 (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary), promptly acquisition (i) execute and deliver to the Administrative Agent such amendments to the Guarantee 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 Collateral Agreement substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably 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 (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 such 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 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 of the Administrative Agent thereonAgent’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 with customary exceptions and qualificationssubstance, 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 Material Domestic 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)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 Guarantee and 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 property and (ii) take all actions necessary or reasonably 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 no Liens except as permitted by Section 7.3property, 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 requested by the Administrative Collateral Agent.
(b) With respect to any fee interest in any real property having a purchase price value (together with improvements thereof) of at least $5,000,000 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 Material Domestic Subsidiaries Law (other than (x) any such real 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 7.3(g)any Excluded Foreign Subsidiary), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and 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 the Borrower any Loan Party (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 Subsidiary, a Non-Material Subsidiary, a Specified Joint Venture, a HUD Owner or a not-for-profit corporation or similar entity that is prohibited from granting a Material Foreign Subsidiary) or any 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 Guarantee and 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 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, 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 Collateral Agreement and the Collateral Agreement, (B) to take such actions necessary or reasonably 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 Guarantee and Collateral Agreement with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary which is (other than a Material Foreign 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 Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)Loan Party, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and 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 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 such 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 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 of the Administrative Agent 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 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 customary exceptions undated stock powers, in blank, executed and qualificationsdelivered 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 new domestic Subsidiary created or acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries Note Party (other than (x) any Property described in paragraph (b)such Subsidiary that is prohibited, (c) pursuant to its Organizational Documents, any Contractual Obligation or (d) below and (y) otherwise, from guaranteeing or otherwise providing assurance that any Property subject to a Lien expressly permitted by Section 7.3(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 LendersObligations will be paid or discharged, does not have a perfected Lienor that any agreements relating thereto will be complied with), promptly (i) execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee Guaranty and Collateral 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 Lenders, 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 LendersHolders, a perfected first priority security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by Guarantor having such priority as set forth in the Borrower or any of its SubsidiariesIntercreditor Agreement, (ii) if such Guarantor is a corporation or otherwise issues Capital Stock in certificated form, deliver to the Administrative Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiaryGuarantor, as the case may be, and (iii) cause such new Subsidiary Guarantor (A) to become a party to the Guarantee Guaranty and Collateral Pledge Agreement and (B) to take such actions reasonably necessary or reasonably advisable to grant to the Administrative Agent Collateral Agent, for the benefit of the Lenders Holders, a perfected first priority security interest in the Pledged Collateral described in the Guarantee Guaranty and Collateral Pledge Agreement with respect to such new SubsidiaryGuarantor, subject to no Liens except as permitted by Section 7.3, including, without limitation, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee Guaranty and Collateral Pledge 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Collateral 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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Deerfield Triarc Capital 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 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 7.3(g), (m7.3(f) (if such Lien was granted in a transaction comparable to that permitted by or Section 7.3(g)) or (p)) 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 Guarantee Pledge and Collateral Agreement Security 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 and (ii) take all actions necessary or reasonably 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 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 Guarantee any Pledge and Collateral Security Agreement and 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 property having a purchase price value (together with improvements thereof) of at least $5,000,000 1,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries a Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(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 in a form reasonably satisfactory Mortgage (subject to the Administrative Agent Permitted Liens) in favor of the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real estate property (or such other amount as well as a current ALTA survey thereof, together with a surveyor's certificate shall be reasonably specified by the Collateral Agent) 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent.
(c) With respect to any new U.S. or Canadian Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date Date, by the Borrower (whichany Loan Party, for the purposes of this paragraph (c)promptly, shall include and in any existing Subsidiary that becomes a Material Domestic Subsidiary event within 15 days after such creation or that ceases to be an Excluded Foreign Subsidiary and is a Material Foreign Subsidiary) or any of its Subsidiariesacquisition, promptly (i) execute and deliver to the Administrative Collateral Agent such amendments or supplements to the Guarantee Pledge and Collateral Agreement Security Agreements 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 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, 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 Guarantee Guaranty and a Pledge and Security Agreement and/or to execute a Canadian General Security Agreement, as required by the Collateral Agreement Agent and (B) to take such actions necessary or reasonably 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 Guarantee and Collateral Agreement Security Documents 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 Guarantee and Collateral Agreement any Security 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent.
(d) With respect to any new Excluded Foreign Subsidiary which of the Parent organized in a jurisdiction other than the United States or Canada that is a Material Foreign Subsidiary 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 Subsidiaries (whichacquisition, 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 Collateral Agent such amendments or supplements to the Guarantee Pledge and Collateral Agreement Security Agreements 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 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 such 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 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 Administrative 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 with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Collateral 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 after the Closing Date by the Borrower or any of its Material Domestic 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 7.3(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 LendersSecured Parties, does not have a perfected Lien, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral 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 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 to no Liens (except as expressly permitted by Section 7.3) security interest and Lien in such property, 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 requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price fair market value (together with improvements thereof) of at least $5,000,000 3,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and in any event within 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 in a form reasonably satisfactory to the Administrative Agent Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real property, 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 property in an amount equal to not in excess of the purchase price of such real estate fair market value as reasonably estimated by the 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with the foregoing, no later than five (5) 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 (for delivery to each Lender) 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 (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such 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 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 Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Loan Party (which, for the purposes of this paragraph (c), shall include including pursuant to a Permitted Acquisition or any existing Subsidiary that becomes a Material Domestic formed by Division) or if an Excluded Subsidiary or that ceases to be qualify as 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 Guarantee and Collateral Agreement as the Administrative Agent reasonably 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 directly by the Borrower or any of its Subsidiariessuch Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital StockStock (if applicable), 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 Guarantee and Collateral Agreement and Agreement, (B) to take such actions as are necessary or reasonably advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement Agreement, with respect to such new Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 Subsidiary, 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 form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With Subject to Section 6.13, with respect to any new Excluded Foreign Subsidiary which that is a Material an Excluded Subsidiary but not an Immaterial Subsidiary or any Foreign Subsidiary Holding Company that is an Excluded Subsidiary but not an Immaterial Subsidiary, in each case that is (x) directly owned by the Borrower and (y) created or acquired after the Closing Date by the Borrower any Loan Party or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded if such Foreign Subsidiary that becomes a Material Foreign ceases to qualify as an Excluded Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement 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 Foreign Subsidiary which or Foreign Subsidiary Holding Company 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 voting Capital Stock and 100% of the total outstanding non-voting Capital Stock of any such new Subsidiary shall be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, Stock (if such 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 berelevant Loan Party, and take such other action (including, as applicable, the delivery of any foreign law pledge documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereonAgent’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 with customary exceptions and qualificationssubstance, 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, processor or converter facility or other location where Collateral (excluding servers) having a value exceeding $450,000 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, 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, processor or converter facility or other location where Collateral (excluding servers) having a value exceeding $450,000 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. 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.
(f) Notwithstanding the foregoing, (i) in the case of Foreign Subsidiaries, all guarantees and security shall be subject to any applicable general mandatory statutory limitations, fraudulent preference, equitable subordination, foreign exchange laws or regulations (or analogous restrictions), transfer pricing or “thin capitalization” rules, earnings stripping, exchange control restrictions, applicable maintenance of capital, retention of title claims, employee consultation or approval requirements, corporate benefit, financial assistance, protection of liquidity, and similar laws, rules and regulations and customary guarantee limitation language in the relevant jurisdiction; provided that the relevant Group Member shall use commercially reasonable endeavors to overcome such limitations (including by way of debt pushdown or seeking requisite approvals), and (ii) Subsidiaries may be excluded from the guarantee requirements in circumstances where (1) the Borrower and the Administrative Agent reasonably agree that the cost or other consequence of providing such a guarantee is excessive in relation to the value afforded thereby or (2) in the case of Foreign Subsidiaries, such requirements would contravene any legal prohibition, could reasonably be expected to result in any violation or breach of, or conflict with, fiduciary duties or result in a risk of personal or criminal liability on the part of any officer, director, member or manager of such Subsidiary; provided that the relevant Loan Party shall use commercially reasonable endeavors to overcome such limitations. As a result of the limitations in clause (i) above, the Administrative Agent may elect to waive the requirement to cause a Group Member to become a Guarantor hereunder and such Group Member shall not be a Loan Party for any purposes hereof.
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 Material 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p6.3(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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a 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 LendersSecured Parties, a perfected first priority security interest in such Property, 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g6.3(g)), promptly (i) execute and deliver a first priority mortgage in a form reasonably satisfactory to the Administrative Agent or deed of trust in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, covering such real property, subject property and in form and substance satisfactory to no Liens except as permitted by Section 7.3the Administrative Agent, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real 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 a legal opinion opinions relating to the enforceability of such mortgage matters described above, which opinion opinions shall be in form and substance and with customary exceptions and qualificationssubstance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Domestic Subsidiary (other than any non-Material Domestic Subsidiary, non-Material or First Tier 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 Domestic Subsidiaries, promptly (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 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, 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 Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Domestic 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 Guarantee and 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 with customary exceptions and qualificationssubstance, 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 Excluded Foreign Subsidiary which is a Material 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 (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 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 Guarantee and Collateral 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 may 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 such 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 substance and with customary exceptions and qualifications, 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 (other than Excluded Collateral) located in the United States (or with respect to Property of any Non-US Guarantor, any Property (other than Excluded Collateral) located in jurisdiction of formation of such Non-US Guarantor or any other jurisdiction in which such Non-US Guarantor has previously granted a security interest to secure the Obligations, in each case to the extent required by the Security Documents to which such Non-US Guarantor is a party) 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 Material Domestic Subsidiaries Subsidiary Guarantor (other than (xi) any Property described in paragraph (b), (c) or paragraph (d) below and of this Section 6.8, (yii) any Property subject to a Lien expressly permitted by Section 7.3(g) or 7.3(y), and (miii) Instruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (pa)) as to which the Administrative Agent, Collateral Agent for the benefit of the Lenders, Secured Parties does not have a perfected Lien, promptly (iA) give notice of such Property to the Collateral Agent and execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and 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 and (iiB) take all actions necessary or reasonably advisable requested by the Collateral Agent to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first security interest (to the extent required by the Loan Documents and with the priority required by Section 4.17) in such Property (with respect to Property of a type owned by the Borrower or any Subsidiary Guarantor as of the Closing Date to the extent the Collateral Agent, for the benefit of the Secured Parties, has a perfected security interest in such Property, subject to no Liens except Property as permitted by Section 7.3of 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 Collateral 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, Security or Chattel Paper (or, if more than $1,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Collateral Agent indorsed in a manner reasonably satisfactory to the Collateral Agent to be held as Collateral pursuant to this Agreement (or, in the case of any such Collateral that is Term Facility First Priority Collateral, delivered to the BrandCo DIP Agent as gratuitous bailee for the Collateral Agent).
(b) With respect to any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 Real Property acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries Subsidiary Guarantor (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)Excluded Collateral), promptly (i) give notice of such acquisition to the Collateral Agent and, if requested by the Collateral Agent pursuant to Section 2.27, execute and deliver a first priority mortgage in a form reasonably satisfactory Mortgage and deliver to the Administrative Collateral Agent in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if other Real Property Deliverables requested by the Administrative Collateral Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.;
(c) With respect to (x) any new Subsidiary (other than any nonthat is a Non-Material Domestic Subsidiary, non-Material Foreign Excluded Subsidiary and Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower (which, for the purposes of this paragraph (c)paragraph, shall include any existing Subsidiary that was previously an Excluded Subsidiary that becomes a Material Domestic Subsidiary or that ceases to be an Non-Excluded Foreign Subsidiary and is a Material Foreign Subsidiary) by the Borrower or any Subsidiary Guarantor or (y) any other Subsidiary that the Borrower elects to designate as not constituting an “Excluded Subsidiary” pursuant to clause (y) of its Subsidiariesthe first proviso to the definition thereof, promptly promptly, and in any event within 5 calendar days:
(i) give notice of such acquisition or creation to the Collateral Agent and, if requested by the Collateral Agent or the Borrower, execute and deliver to the Administrative Collateral Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably 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 that is owned by the Borrower or any of its Subsidiaries, such Subsidiary Guarantor (as applicable);
(ii) deliver to the Administrative Collateral Agent pursuant to the certificates terms of the Security Documents (or, in the case of Pledged Securities that are Term Facility First Priority Collateral, the BrandCo DIP Agent as gratuitous bailee for the Collateral Agent), the certificates, if any, representing such Capital StockStock (other than Excluded Collateral), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, Subsidiary Guarantor (as the case may be, applicable); and
(iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) (x) to take such actions reasonably necessary or reasonably advisable 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 Collateral described in the Guarantee and Collateral Agreement with respect to such new SubsidiarySubsidiary (to the extent the Collateral Agent, subject to no Liens except for the benefit of the Secured Parties, has a perfected security interest in the same type of Collateral as permitted by Section 7.3of the Closing Date), including, without limitation, 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, Collateral Agent and (ivy) if requested comply with the provisions of Section 6.8(b) with respect to any Real Property (other than Excluded Collateral) owned 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agentsuch new Subsidiary.
(d) With respect to any new Excluded Foreign Subsidiary which is a Material first-tier Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)Guarantor, 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 Guarantee and Collateral Agreement or such other documents as the Administrative Collateral Agent reasonably 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 Collateral) that is owned by the Borrower or any of its Subsidiaries such Subsidiary Guarantor (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), as applicable) and (ii) deliver to the Administrative Collateral Agent (or, in the certificates case of Pledged Securities that are Term Facility First Priority Collateral, the BrandCo DIP Agent as gratuitous bailee for the Collateral Agent) the certificates, if any, representing such Capital Stock, if such Capital Stock is certificated(other than any Excluded Collateral), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such SubsidiarySubsidiary Guarantor (as applicable).
(e) Notwithstanding anything in this Section 6.8 or any Security Document to the contrary, no Liens shall be required to be pledged or created with respect to any of the following (collectively, the “Excluded Collateral”):
(A) any “intent-to-use” application for registration of a trademark or service ▇▇▇▇ filed pursuant to Section 1(b) of the ▇▇▇▇▇▇ Act, 15 U.S.C. § 1051, prior to the filing of a “Statement of Use” pursuant to Section 1(d) of the ▇▇▇▇▇▇ Act or an “Amendment to Allege Use” pursuant to Section 1(c) of the ▇▇▇▇▇▇ Act with respect thereto, solely to the extent, if any, that, and solely during the period, if any, in which, the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law;
(B) any property or asset to the extent that such grant of a security interest is prohibited or effectively restricted by any applicable law (only so long as such prohibition exists and subject to any limitation on such prohibitions under the Bankruptcy Code) or requires a consent not obtained of any Governmental Authority pursuant to such applicable laws (only so long as such consent requirement exists);
(C) any Excluded Equity Securities;
(D) (w) any assets owned on or acquired after the Closing Date, to the extent that, and only for so long as, taking such actions would violate applicable law or regulation (after giving effect to Section 9-406(d), 9-407(a), 9-408 or 9-409 of the Uniform Commercial Code and other applicable law), (x) any assets acquired before or after the Closing Date, to the extent that and for so long as such grant would violate an enforceable contractual obligation binding on such assets that existed at the time of the acquisition thereof and was not created or made binding on such assets in contemplation or in connection with the acquisition of such assets, (y) any assets (1) owned on the Closing Date or (2) acquired after the Closing Date, in each case in this clause (y), securing Indebtedness of the type permitted pursuant to Section 7.2(c) (or other Indebtedness permitted under Section 7.2(d) or 7.2(j) if such Indebtedness is of the type that is contemplated by Section 7.2(c)) that is secured by a Lien permitted by Section 7.3 so long as the documents governing such Lien do not permit the pledge of such assets to the Collateral Agent, or (z) any lease, license or other agreement, any asset embodying rights, priorities or privileges granted under such leases, licenses or agreements, or any property subject to a purchase money security interest or similar arrangement to the extent that a grant of a security interest therein would violate, breach or invalidate such lease, license or agreement or purchase money arrangement or create a right of acceleration, modification, termination or cancellation in favor of any other party thereto (other than any Loan Party) after giving effect to the applicable anti-assignment provisions of the Uniform Commercial Code or applicable law, other than proceeds and receivables thereof, and only for so long such prohibition exists and to the extent such prohibition was not creation in contemplation of such grant; and
(E) (x) any assets to the extent a security interest in such assets could reasonably be expected to result in material adverse tax consequences (including as a result of Section 956 of the Code or any similar law or regulation in any applicable jurisdiction) to Holdings, the Borrower and their respective Subsidiaries, taken as a whole, as agreed by the Borrower and the Required Lenders, or (y) any assets as to which the Required Lenders and the Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein outweigh the value of the security afforded thereby.
(f) [reserved].
(g) 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 case Collateral Agent may bereasonably 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, for the benefit of the Secured Parties, has a perfected Lien pursuant hereto or thereto, including, filing any financing or continuation statements or financing statement amendments under the Uniform Commercial Code (or other similar laws, including the PPSA) 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 Required Lenders and take the Borrower shall reasonably determine that the costs and burdens of obtaining a security interest therein or perfection thereof outweigh the value of the security afforded thereby. The Administrative Agent (with the consent of the Required Lenders) may grant extensions of time or waivers of requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such other action as may be necessary ordate) where it reasonably determines, in consultation with the opinion Borrower, that perfection or obtaining of such items cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the other Loan Documents.
(h) Notwithstanding the foregoing, if (a) the Borrower or any Subsidiary acquires any Real Property constituting Collateral (other than Excluded Collateral) or (b) the Required Lenders or Administrative Agent shall have notified the Borrower in writing that they have or it has a reasonable belief that either the Borrower or any of its Subsidiaries is in breach of its obligations under Section 6.4 (to the extent applicable to Environmental Law or Releases of Materials of Environmental Concern), then the Borrower shall deliver within 60 days after the Required Lenders or the Administrative Agent, desirable to perfect the Lien of as applicable, requests therefor or such longer period as the Administrative Agent thereonshall agree, at the Borrower’s cost and expense, an environmental assessment report, in the case of clause (iiib) if requested above of a scope reasonably appropriate to address the subject of the Required Lenders’ or the Administrative Agent’s, as applicable, reasonable belief that such a breach exists, prepared by an environmental consulting firm reasonably acceptable to the Administrative Agent, deliver indicating the presence or absence of Materials of Environmental Concern or noncompliance with Environmental Law and the estimated cost of any compliance, response or other corrective action to address any identified Materials of Environmental Concern, to the extent required by Environmental Law, or noncompliance on such properties. Without limiting the generality of the foregoing, if the Administrative Agent legal opinions relating reasonably determines at any time that a material risk exists that any such report will not be provided within the time referred to above, the Administrative Agent may retain an environmental consulting firm to prepare such report at the expense of the Borrower (which report would be addressed to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationsBorrower), and from counsel, reasonably satisfactory the Borrower hereby grants and agrees to cause any Subsidiary that owns or leases any property described in such request to grant the Administrative Agent, such firm and any agents or representatives thereof an irrevocable non-exclusive license, subject to the rights of tenants or necessary consent of landlords, to enter onto their respective properties to undertake such an assessment on behalf of the Borrower. By virtue of the foregoing, the Borrower does not intend to waive the attorney-client privilege with respect to any information or advice provided by the environmental consulting firm.
Appears in 1 contract
Additional Collateral, etc. (ai) With respect to any Property Collateral 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 7.3(g), (m) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)) Collateral Party 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 Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property and Property, (ii) take all actions with respect to any new Restricted Subsidiary created or acquired after the Closing Date by the Borrower or any Restricted Subsidiary, promptly (A) 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 LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary, (B) 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 or such Restricted Subsidiary, as the case may be, (C) cause such new Subsidiary (1) to become a party to the Guarantee and Collateral Agreement and (2) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, 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 requested by the Administrative Agent, (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 (iv) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property, subject 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 Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to If any fee interest in any real property having a purchase price (together with improvements thereof) of at least $5,000,000 acquired Loans remain outstanding on the date which is 60 days after the Closing Date by the Borrower (or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority mortgage in a form earlier date as is reasonably satisfactory to the Administrative Agent in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, subject to no Liens except as permitted by Section 7.3, (ii) if requested by ▇▇▇▇▇▇ Brothers but no earlier than the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage date which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign Subsidiary and Excluded Foreign Subsidiary) created or acquired is 30 days after the Closing Date by Date), the Borrower shall on such 60th day (which, for or such earlier date) transfer 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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable Incentive Distribution Rights 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 ILP owned by the Borrower or any of its Subsidiariesto Inergy Partners, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new 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 Guarantee and 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 with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative AgentLLC.
(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 Subsidiaries (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 Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new 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 such 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 substance and with customary exceptions and qualifications, 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 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 Material Domestic 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 by Section 7.3(gLoan Party in any Affiliated Investor), promptly but in any event within 30 days after the end of the fiscal quarter during which such property was acquired (m) (if or by such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) or (p)) 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 Guarantee and 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 property and (ii) take all actions necessary or reasonably advisable requested to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such Property, subject to no Liens except as permitted by Section 7.3property, including without limitation, (A) 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 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 30 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 property having new Wholly Owned Subsidiary that is a purchase price (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or any of its Material Domestic Subsidiaries (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (i) execute and deliver a first priority 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 property, 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 property in an amount equal to the purchase price of such real estate 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 opinion relating to the enforceability of such mortgage which opinion shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary (other than any non-Material Domestic Subsidiary, non-Material Foreign an Excluded Subsidiary and or an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower any Group Member (which, for the purposes of this paragraph (cb), shall include any existing Subsidiary that becomes a Material Domestic Subsidiary or that ceases to be an Excluded Foreign Subsidiary and is a Material or Excluded Foreign Subsidiary) or any of its (collectively, the “New Subsidiaries”), promptly but in any event within 30 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 to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or may reasonably advisable in order request to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new New Subsidiary which that is owned by the Borrower or any of its SubsidiariesGroup 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 Borrower or such Subsidiary, as the case may berelevant Group Member, (iii) cause such new New Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable 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 New Subsidiary, subject to no Liens except as permitted by Section 7.3, including, without limitation, 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 AgentAgent 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, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualificationssubstance, 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 30 days after the date any such Wholly-Owned Subsidiary became a New Subsidiary to the extent necessary to eliminate such excess.
(dc) With respect to any new Excluded Foreign Subsidiary which is a Material Foreign Subsidiary created or acquired after the Closing Date directly by the Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (d), shall include any existing Excluded Foreign Subsidiary that becomes a Material Foreign Subsidiary)Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or may reasonably advisable in order 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 which that is owned by the Borrower or any of its Subsidiaries Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock Stock, as determined for U.S. federal income tax purposes, of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, if such 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 berelevant Loan Party, and take such other action as may be necessary or, in or reasonably requested by the opinion of Administrative Agent to perfect the Administrative Agent, desirable to perfect the Lien of the Administrative Agent 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 with customary exceptions and qualificationssubstance, 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.
(d) Notwithstanding anything set forth herein or any of the other Loan Documents, with respect to any 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, as applicable, as to which the Administrative Agent has reasonably determined, and has advised the Borrower, that such requirements need not be satisfied because, inter alia, the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein.
Appears in 1 contract