Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral. (b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any of the Related Documents. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Documents and (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such Subsidiary. (c) Borrower and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request. (d) Without limiting the foregoing, Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type, as applicable), which may be required by law or which Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the joint and several expense of Borrower. (e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Date (other than assets constituting Collateral hereunder that become subject to the Lien in favor of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense of Borrower.
Appears in 2 contracts
Sources: Loan and Security Agreement, Loan and Security Agreement
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable lawRequirements of Law, Borrower and each Subsidiary shall, unless Lender otherwise consents, Loan Party will cause each Material Domestic Subsidiary Borrower formed formed, acquired or acquired that otherwise becomes a Material Domestic Subsidiary after the date of this Agreement in accordance with the terms of this Agreement to become, at Lender’s option, become a Guarantor by executing Guarantee Documents or a Borrower Loan Party by executing a joinder Joinder Agreement within thirty (30) days of such event (or such longer period as agreed to this Agreement by the Administrative Agent). In connection therewith, the Administrative Agent shall have received all documentation and any of other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the Related Documentsapplicable “know your customer” rules and regulations, including the USA PATRIOT Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Loan Documents and (ii) will grant Liens to Lenderthe Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Subsidiary Loan Party which constitutes Collateral. The Administrative Agent shall not accept delivery of any mortgage from any Loan Party unless each of the Lenders has received forty-five (45) days prior written notice thereof and Administrative Agent has received confirmation from each Lender that such Lender has completed its flood insurance diligence, including has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required by the Flood Laws or as otherwise satisfactory to such Lender. The Administrative Agent shall not accept delivery of any parcel joinder to any Loan Document with respect to any Subsidiary of real property owned by any Loan Party that is not a Loan Party if such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and the Administrative Agent has completed its USA PATRIOT Act searches, Sanctions searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Administrative Agent.
(cb) Borrower and each Subsidiary Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by such Borrower or any Domestic Subsidiary to be subject at all times to a first priority priority, perfected Lien in favor of Lender the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Related Loan Documents or other security documents as Lender the Administrative Agent shall reasonably request, subject to Dispositions permitted under Section 6.05.
(dc) Without limiting the foregoing, Borrower and any Guarantor each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, Intellectual Property security agreements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law any Loan Document or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the joint in form and several expense of Borrower.
(e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Date (other than assets constituting Collateral hereunder that become subject substance reasonably satisfactory to the Lien in favor of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities Administrative Agent and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense of Borrowerthe Loan Parties.
Appears in 2 contracts
Sources: Credit Agreement and Security Agreement (AtriCure, Inc.), Credit Agreement (AtriCure, Inc.)
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable lawRequirement of Law, Borrower and each Subsidiary shall, unless Lender otherwise consents, Loan Party will cause each Subsidiary Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become, at Lender’s option, become a Guarantor by executing Guarantee Documents or a Borrower Loan Party by executing a joinder Joinder Agreement; provided, however, that no Foreign Subsidiary (or any Subsidiary thereof) shall be required to this Agreement become a Loan Party hereunder to the extent doing so could reasonably be expected to result in material adverse tax consequences to the Loan Parties. In connection therewith, the Administrative Agent shall have received all documentation and any of other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the Related Documentsapplicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Related Loan Documents and (ii) will grant Liens to Lenderthe Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Subsidiary Loan Party which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(b) [reserved].
(c) Borrower and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(d) Without limiting the foregoing, Borrower and any Guarantor each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust filings and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the joint and several expense of Borrowerthe Loan Parties.
(ed) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary Loan Party after the Closing Effective Date (other than assets that are excluded from the Collateral under the terms of the Loan Documents or assets constituting Collateral hereunder under the Security Agreement that become subject to the Lien in favor of Lender under the Security Agreement upon acquisition thereof), the Borrower Representative will (i) notify Lender, the Administrative Agent and the Lenders thereof and, if requested by Lenderthe Administrative Agent or the Required Lenders, Borrower will cause such assets to be subjected to a Lien securing the Liabilities Secured Obligations and will (ii) take, and cause such Subsidiary each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by Lender the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of Borrowerthe Loan Parties.
Appears in 2 contracts
Sources: Credit Agreement (Cricut, Inc.), Credit Agreement (Cricut, Inc.)
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, each Borrower and each Subsidiary shall, unless Lender otherwise consents, Loan Party will cause each Designated Subsidiary Borrower formed or acquired after the date of this Agreement or that becomes a Designated Subsidiary after the Effective Date in accordance with the terms of this Agreement within 30 days (in each case, as such time may be extended in the Administrative Agent’s sole discretion) to becomebecome a Borrower (excluding, at Lender’s optionfor the avoidance of doubt, any Foreign Subsidiary) or a Guarantor by executing Guarantee pursuant to a Joinder Agreement and take all such further actions (including the filing and recording of financing statements and other documents) that are required under the Collateral Documents or a Borrower by executing a joinder to this Agreement to cause the Collateral and any of the Related DocumentsGuaranty Requirement to be satisfied with respect to such Designated Subsidiary. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor Borrower or Borrower Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Loan Documents and (ii) will grant Liens to Lenderthe Administrative Agent, for the benefit of the Administrative Agent and the applicable Secured Parties, in any property of such Subsidiary Loan Party which constitutes Collateral, including any parcel of real property owned by any such Subsidiaryunder the applicable Security Agreement.
(cb) Borrower The Loan Parties will execute any and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(d) Without limiting the foregoingfurther documents, Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender such documentsfinancing statements, agreements and instruments, and will take or cause to be taken all such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type, as applicable), documents) which may be required by law any Requirement of Law or which Lender the Administrative Agent may, from time to time, reasonably request request, to carry out cause the terms Collateral and conditions of this Agreement Guaranty Requirement to be and remain satisfied at all times. The Loan Parties also agree to provide to the Related Documents and Administrative Agent, from time to ensure time upon reasonable request, evidence reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created by the Collateral Documents. For the avoidance of doubt, all at the joint until an opinion of local counsel, in form and several expense of Borrower.
(e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Date (other than assets constituting Collateral hereunder that become subject substance satisfactory to the Lien Administrative Agent, is received by the Administrative Agent with respect to the Loan Party organized in favor Puerto Rico, the assets of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to Puerto Rican Loan Party shall not be subjected to a Lien securing eligible for inclusion in the Liabilities and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense of BorrowerBorrowing Base.
Appears in 2 contracts
Sources: Credit Agreement (Urban Outfitters Inc), Credit Agreement (Urban Outfitters Inc)
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable lawRequirements of Law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed within 30 days (or acquired such later period as the Administrative Agent may agree in its reasonable discretion) after the date time that any Person becomes a Material Domestic Subsidiary of this Agreement in accordance with the terms Company as a result of this Agreement to becomethe creation of such Subsidiary, at Lender’s option, a Guarantor by executing Guarantee Documents the growth of such Subsidiary or a Borrower Permitted Acquisition or otherwise, each Loan Party will cause such Material Domestic Subsidiary (other than a Material Domestic Subsidiary of the Company that is not Wholly Owned) to become a Loan Party by executing a joinder to this Agreement and any of the Related DocumentsJoinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Documents and Loan Documents, (ii) will grant Liens to Lenderthe Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property or assets of such Subsidiary Loan Party of the type which constitutes Collateral, including any parcel in accordance with the requirements of real the Collateral Documents, pursuant to joinder agreements to the applicable Collateral Documents in such form reasonably deemed appropriate by the Administrative Agent and (iii) shall execute and deliver to the Administrative Agent legal opinions (consistent in scope and substance as such legal opinions delivered on the Effective Date) and related documents as the Administrative Agent may reasonably request with respect to such property owned by any such Subsidiaryand assets.
(cii) Borrower Subject to applicable Requirements of Law, within 30 days (or such later period as the Administrative Agent may agree in its reasonable discretion) after the time that any UK Subsidiary has tangible or intangible personal or real property with a fair market value in excess of $2,500,000 (other than the Equity Interests described on Schedule 3.15) as a result of the creation of such Subsidiary, the growth of such Subsidiary or a Permitted Acquisition or otherwise, each Loan Party will cause such UK Subsidiary (other than a UK Subsidiary that is not Wholly Owned) to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property or assets of such Loan Party of the type which constitutes Collateral, in accordance with the requirements of the Collateral Documents, pursuant to joinder agreements to the applicable Collateral Documents in such form reasonably deemed appropriate by the Administrative Agent and (iii) shall execute and deliver to the Administrative Agent legal opinions (consistent in scope and substance as such legal opinions delivered on the Effective Date) and related documents as the Administrative Agent may reasonably request with respect to such property and assets.
(b) Each (i) U.S. Loan Party will cause (A) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (B) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each first-tier Foreign Subsidiary directly owned by such U.S. Loan Party and (ii) non-U.S. Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries directly owned by such non-U.S. Loan Party, in each case, to be subject at all times to a first priority priority, perfected Lien in favor of Lender the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Related Loan Documents or other security documents Collateral Documents as Lender the Administrative Agent shall reasonably request.. First Amended and Restated Credit Agreement (Orthofix), Page 98
(dc) Without limiting the foregoing, Borrower and any Guarantor each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust filings and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law any applicable Requirement of Law in the U.S., the Netherlands, England or Wales or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the joint and several expense of Borrowerthe Loan Parties (unless such action is excluded by the other terms of this Agreement and/or any of the Collateral Documents, as applicable).
(ed) If any material assets (including any real property or improvements thereto or any interest therein) with a fair market value in excess of $2,500,000 are acquired by Borrower or any Subsidiary Loan Party after the Closing Effective Date (other than (x) assets constituting Collateral hereunder under any Collateral Document that become subject to the Lien in favor of Lender under such Collateral Document upon acquisition thereofthereof and (y) Excluded Assets), the Borrower Representative will (i) notify Lenderthe Administrative Agent thereof, and, if reasonably requested by Lenderthe Administrative Agent or the Required Lenders, Borrower will cause such assets to be subjected to a Lien securing the Liabilities Secured Obligations and will (ii) take, and cause such Subsidiary each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by Lender the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of Borrowerthe Loan Parties.
(e) Notwithstanding anything to the contrary set forth herein or in any of the other Loan Documents, no Loan Party shall be required (i) to enter into any Collateral Document governed by the laws of a jurisdiction other than the U.S., the Netherlands and England and Wales, (ii) create any Lien in any jurisdiction other than the U.S., the Netherlands and England and Wales or (iii) perfect any Lien in any jurisdiction other than the U.S., the Netherlands and England and Wales.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) At The Issuer agrees that immediately upon becoming the beneficial owner of any time additional Issuer Loan Agreements and Issuer Notes constituting Collateral, additional Issuer Loans constituting Collateral, or times during the term of this AgreementTemporary Cash Equivalents constituting Collateral or other Collateral, upon the request of Lender, Borrower, it will at its joint and several expense promptly and duly execute pledge and deliver any to the Collateral Agent for the benefit of the Trustee and all the equal and ratable benefit of the Holders of the Secured Notes, the certificates, instruments and documents representing such further financing statementsIssuer Loan Agreements and Issuer Notes, instrumentsIssuer Loans and Temporary Cash Equivalents. (as well as duly executed instruments of transfer or assignment in blank), endorsementsand grant to the Collateral Agent for the benefit of the Trustee and the equal and ratable benefit of the Holders of the Secured Notes pursuant to appropriate and necessary Security Agreements, powers of attorney a continuing first priority security interest in and Liens on such Issuer Loan Agreements and Issuer Notes, Issuer Loans and Temporary Cash Equivalents and other documentsCollateral, make all in form and substance satisfactory to the Trustee. The Issuer shall also promptly (and in any event within five (5) Business Days after receipt thereof), subject to its compliance with the requirements of applicable law, deliver to the Collateral Agent any other documents of title, promissory notes, certificates or instruments representing Collateral which it holds. The Issuer further agrees that it will promptly (and in any event within 5 Business Days after such filingsacquisition) deliver to the Collateral Agent and the Trustee an amendment, provide such notices and take such further action as Lender may reasonably deem desirable or necessary duly executed by the Issuer, in order to createsubstantially the form of Schedule G hereto (an "Additional Collateral Amendment"), perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to the additional Collateral that is to be pledged pursuant to this Agreement. The Issuer hereby authorizes the Collateral Agent and the Trustee to attach each Additional Collateral Amendment to this Agreement and agrees that any notes, instruments or other forms of Investment listed on any Additional Collateral Amendment delivered to the Collateral Agent or the Trustee shall for all of the purposes hereunder be considered Collateral. The Issuer will promptly (i) execute and deliver, includingcause to be executed and filed, without limitationor use its best efforts to give any notices, the filing of in all appropriate jurisdictions (including foreign jurisdictions) or procure any financing statements, assignments, pledges or continuation statementsother documents, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time mark ▇▇▇ chattel paper constituting Collateral and deliver any certificates, chattel paper or instruments constituting Collateral to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with Agent or the Collateral as Lender may reasonably requestTrustee, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any of the Related Documents. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Documents and (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(c) Borrower and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(d) Without limiting the foregoing, Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, deliver or cause to be executed and delivereddelivered all assignments, to Lender such instruments and other documents, agreements and instruments(iv) take any other actions, and will take or cause to be taken in each such further actions (including case as necessary or, in the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries reasonable opinion of the typeCollateral Agent or the Trustee, as applicable), which may be required by law desirable to perfect or which Lender may, from time to time, reasonably request to carry out continue the terms and conditions of this Agreement perfection and the Related Documents and to ensure perfection and priority of the Trustee's security interest and Liens created or intended in the Collateral, to be created by protect the Collateral Documentsagainst the rights, all at the joint and several expense claims, or interests of Borrower.
(e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Date (third Persons other than assets constituting holders of Permitted Liens or to effect the purposes of this Agreement. The Issuer also hereby authorizes the Collateral hereunder that become subject Agent to file any financing or continuation statements with respect to the Lien in favor Collateral without the signature of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested the Issuer to the extent permitted by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense of Borrowerapplicable law.
Appears in 1 contract
Sources: Senior Secured Note Security and Pledge Agreement (R&b Falcon Corp)
Additional Collateral; Further Assurances. (a) At any time or times during Subject to the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitationLimited Conditionality Provision, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, that is a Loan Party shall cause each Subsidiary Borrower of its Material Domestic Subsidiaries formed or acquired after the date of this Agreement Effective Date in accordance with the terms of this Agreement to become, at Lender’s option, become a Guarantor Loan Party by executing Guarantee Documents the Joinder Agreement set forth as Exhibit E hereto (the “Joinder Agreement”) within thirty (30) days (or a Borrower such later date as may be agreed upon by executing a joinder the Administrative Agent) of such formation, or acquisition, such Joinder Agreement to this Agreement be accompanied by appropriate corporate resolutions, other corporate organizational and any of authorization documentation and legal opinions in form and substance reasonably satisfactory to the Related DocumentsAdministrative Agent. In connection therewith, the Administrative Agent shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with applicable “know your customer” rules and regulations, including the Patriot Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Loan Documents and (ii) will grant Liens to Lenderthe Administrative Agent, for the benefit of the Secured Parties, in any property of such Subsidiary Loan Party which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(cb) Without limiting the generality of the foregoing, subject to the Limited Conditionality Provision, the Borrower and each Domestic Subsidiary that is a Loan Party (i) will cause 100% the Applicable Pledge Percentage of the issued and outstanding Equity Interests of (other than any Excluded Assets) in each of its Subsidiaries Domestic Subsidiary and First Tier Foreign Subsidiary directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority priority, perfected Lien in favor of Lender pursuant the Administrative Agent for the benefit of the Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Related Collateral Documents or such other security documents as Lender the Administrative Agent shall reasonably requestrequest and (ii) will deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by each such Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, the parties hereto acknowledge and agree that (i) no such Mortgages and Mortgage Instruments are required to be delivered hereunder until the date that is ninety (90) days after the Effective Date (or, if acquired after the Effective Date, the date that is ninety (90) days after the date the Material Real Property is acquired) or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, (ii) no pledge agreement in respect of the pledge of Equity Interests of a First Tier Foreign 85 Subsidiary shall be required until the date that is ninety (90) days after the Effective Date (or, if acquired after the Effective Date, the date that is ninety (90) days after the date such Equity Interests are acquired) or such later date as is agreed to by the Administrative Agent in its reasonable discretion and (iii) no pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that, in light of the cost and expense associated therewith, such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) [Intentionally Omitted.]
(d) Without limiting the foregoing, Borrower and any Guarantor each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instrumentsinstruments (including, without limitation, deposit account control agreements and securities account control agreements), and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, subject to the Limited Conditionality Provision (and other exceptions set forth in this Agreement or the Collateral Documents), all in form and substance reasonably satisfactory to the Administrative Agent and all at the joint and several expense of Borrowerthe Loan Parties.
(e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Subsidiary that is a Loan Party after the Closing Effective Date (other than (i) Excluded Assets, (ii) real property that does not constitute Material Real Property or (iii) assets of the type constituting Collateral hereunder under any Collateral Document that either become subject to the Lien in favor of Lender the Administrative Agent upon acquisition thereofthereof or with respect to which no notice or further action would be required to create or perfect the Administrative Agent’s Lien in such assets), the Borrower will notify Lenderthe Administrative Agent and the Lenders thereof, and, if requested by Lenderthe Administrative Agent or the Required Lenders, the Borrower will cause such assets to be subjected to a Lien securing the Liabilities Secured Obligations and will take, and cause such the Subsidiary Loan Parties to take, such actions as shall be necessary or reasonably requested by Lender the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (d) of this Section, all at the expense of Borrowerthe Loan Parties, subject, however, to the Limited Conditionality Provision.
(f) If, at any time after the Effective Date any Domestic Subsidiary of the Borrower that is not a Loan Party shall become party to a guaranty of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on any assets to secure, the ABL Obligations, any Subordinated Indebtedness or any other Material Indebtedness of a Loan Party, the Borrower shall promptly notify the Administrative Agent thereof and, within thirty (30) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to either (i) comply with this Section 5.14 (but without giving effect to the 30-day grace periods provided therein) or (ii) terminate such guaranty and/or Lien, as applicable, in each case, to the reasonable satisfaction of the Administrative Agent. 86
(g) Notwithstanding the foregoing, the parties hereto acknowledge and agree that, (i) in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any Equity Interest or other asset that constitutes Collateral is excessive in relation to the benefit afforded to the Secured Parties thereby, the Administrative Agent may exclude such Collateral from the creation and perfection requirements set forth in this Agreement and the other Loan Documents and (ii) the Administrative Agent may grant extensions of time for the creation or perfection of Liens in particular property (including extensions of time beyond the Effective Date) where it determines that such creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document.
Appears in 1 contract
Additional Collateral; Further Assurances. Until all the Liabilities are paid in full:
(a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable requirements of law, Borrower and each Subsidiary shall, unless Lender otherwise consents, Note Party will cause each of its Subsidiaries (other than any Immaterial Subsidiary Borrower or Excluded Subsidiary, other than as set forth in clauses (f) or (g), as applicable) formed or acquired after the date Closing Date within sixty (60) days (or such longer period approved by the Collateral Agent (at the direction of this Agreement the Required Purchasers) in accordance with the terms of this Agreement writing) after such formation or acquisition to become, at Lender’s option, become a Guarantor by executing Guarantee Documents or a Borrower Note Party by executing a joinder to this Agreement and any agreement (or such other documents performing similar functions as may be required by the Collateral Agent (at the direction of the Related DocumentsRequired Purchasers)); provided, that the Subsidiary is not a Sanctioned Person and such Subsidiary becoming a Note Party shall not cause a violation of Sanctions by any Person (including KLIM). In connection therewith, the Collateral Agent and the Purchasers shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be reasonably requested by KLIM or the Collateral Agent with respect to “know your customer” and Anti-Money Laundering Laws and Sanctions, including the PATRIOT Act (including a completed OFAC questionnaire and, if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulations, a Beneficial Ownership Certification with respect to the Company). Upon execution and delivery thereof, and upon execution and delivery of a joinder agreement to the Subsidiary Guarantee, each such Person (i) shall automatically become a Subsidiary Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Transaction Documents and (ii) will grant Liens to Lender, secure the Notes in any property of such Subsidiary Note Party which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(cb) Borrower and each Subsidiary Each Note Party will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(d) Without limiting the foregoing, Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Collateral Agent and the Purchasers such documents, agreements and instruments, and will take or cause to be taken such further actions (including the delivery of legal opinions, filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the typetype required by the Transaction Documents, as applicable), which may be required by any requirement of law or which Lender the Collateral Agent (at the direction of the Required Purchasers) may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Transaction Documents and to ensure perfection and priority of the Liens created or intended to be created by and in accordance with the Collateral DocumentsSecurity Agreement, all at the joint and several expense of Borrowerthe Note Parties.
(ec) With respect to all owned Real Estate Assets with a fee interest in real estate with a fair market value greater than $5,000,000 owned by a Note Party that is acquired after the Closing Date, the applicable Note Party shall within ninety (90) days thereafter (or such later date as approved by the Collateral Agent (at the direction of the Required Purchasers), deliver each of the following, in form and substance reasonably satisfactory to the Collateral Agent and the Required Purchasers:
(i) a mortgage on such property;
(ii) evidence that a counterpart of the mortgage has been recorded in the place necessary, in the Collateral Agent’s (at the direction of the Required Purchasers) reasonable judgment, to create a valid and enforceable Lien in favor of the Collateral Agent;
(iii) ALTA or other mortgagee’s title policy;
(iv) an ALTA survey prepared and certified to the Collateral Agent by a surveyor reasonably acceptable to the Collateral Agent (at the direction of the Required Purchasers);
(v) an opinion of counsel in the state in which such Real Estate Asset is located in form and substance and from counsel reasonably satisfactory to the Collateral Agent and the Required Purchasers;
(vi) if any such parcel of Real Estate Asset is determined by the Purchasers to be in a flood zone, a flood notification form signed by the Company and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Required Purchasers; and
(vii) such other information, documentation, and certifications as may be reasonably required by the Collateral Agent (at the direction of the Required Purchasers).
(d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary Note Party after the Closing Date (other than assets constituting Collateral hereunder under the Security Agreement that become subject to the Lien in favor of Lender Liens under the Security Agreement upon acquisition thereof), Borrower the Company will (i) notify Lendereach Purchaser and the Collateral Agent, and, if requested by Lenderthe Collateral Agent (at the direction of the Required Purchasers), Borrower will cause such assets to be subjected to a Lien securing the Liabilities Obligations and will (ii) take, and cause such Subsidiary each applicable Note Party to take, such actions as shall be necessary or reasonably requested by Lender the Collateral Agent (at the direction of the Required Purchasers) to grant and perfect such Liens, including actions described Liens created by and in this Sectionaccordance with the Security Agreement, all at the expense of Borrowerthe Note Parties.
(e) The Note Parties shall, from time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Collateral Agent and/or the Required Purchasers may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Transaction Documents.
(f) In the event that any Immaterial Subsidiary later ceases to be an Immaterial Subsidiary, or in the event that Subsidiaries designated as Immaterial Subsidiaries at any time, in the aggregate, either (i) own or hold assets, when combined with the assets of all other Immaterial Subsidiaries that are not Note Parties, exceeding five percent (5.0%) of the consolidated total assets of the Company and its Subsidiaries or
Appears in 1 contract
Sources: Securities Purchase Agreement
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Each Borrower and each Subsidiary shall, unless Lender otherwise consents, that is a Loan Party will cause each Subsidiary Borrower of its Domestic Subsidiaries that is not a FSHCO formed or acquired after the date of this Agreement in accordance with the terms of this Agreement Effective Date and Dairyland HP at such time that Dairyland HP no longer constitutes an Excluded Subsidiary to become, at Lender’s option, become a Guarantor by executing Guarantee Documents or a Borrower Loan Party by executing a joinder Joinder Agreement within thirty (30) days (or such later date as may from time to this Agreement and any time be approved by the Administrative Agent in its reasonable discretion, but in no event later than the date such Domestic Subsidiary becomes an issuer or guarantor under or in respect of the Related DocumentsTerm Loan Agreement) of such formation, acquisition or disqualification as an Excluded Subsidiary (to the extent such Domestic Subsidiary remains in existence as of such thirtieth day), such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Loan Documents and (ii) will grant Liens to Lenderthe Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Subsidiary Loan Party which constitutes Collateral, including any parcel of real property owned by any such SubsidiaryLoan Party (other than Excluded Assets). Nothing in this Section 5.14 shall be construed as a consent to form or acquire any Subsidiary after the Effective Date that is not otherwise expressly permitted herein. Notwithstanding anything herein to the contrary, no Foreign Subsidiary of any Loan Party and no FSHCO shall be required to become a Loan Party.
(cb) Without limiting the generality of the foregoing, each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding non-voting Equity Interests and (ii) the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each of its Subsidiaries Pledge Subsidiary to be subject at all times to a first priority priority, perfected Lien in favor of Lender pursuant the Administrative Agent for the benefit of the Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Related Collateral Documents or such other security documents as Lender the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(dc) Without limiting the foregoing, Borrower and any Guarantor each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the joint and several expense of Borrowerthe Loan Parties.
(ed) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary Loan Party after the Closing Effective Date (other than Excluded Assets or assets constituting Collateral hereunder under the Security Agreement that become subject to the Lien in favor of Lender under the Security Agreement upon the acquisition thereof), the Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities and Representative will take, and cause such each Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by Lender the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of Borrowerthe Loan Parties.
(e) If, at any time after the Effective Date any Subsidiary of Holdings that is not a Loan Party shall become party to a guaranty of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on any assets (other than Excluded Assets) to secure, the Term Loan Obligations, any Subordinated Indebtedness or any other Material Indebtedness of Holdings or a Domestic Subsidiary, the Borrower Representative shall promptly notify the Administrative Agent thereof and, within ten (10) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) and (b) (but without giving effect to the 30-day grace periods provided therein).
(f) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) the Administrative Agent may grant extensions of time for, or waive the requirements to obtain, the creation or perfection of security interests in, or the obtaining of title insurance and surveys with respect to, particular assets (including extensions beyond the Effective Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrowers, that the cost, burden or consequence (including adverse Tax consequences) thereof is excessive in relation to the practical benefit afforded to the Secured Parties thereby; and (y) Liens required to be granted from time to time pursuant to the Collateral Documents shall be subject to exceptions and limitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdictions, as otherwise agreed between the Administrative Agent and the Borrowers.
(g) No later than forty-five (45) days following the Effective Date (or such later date as the Administrative Agent may agree to in its reasonable discretion), the Administrative Agent shall have received an Acceptable Inventory Appraisal and an Acceptable Field Examination shall have been completed.
(h) Within thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion), the Loan Parties shall deliver to the Administrative Agent certificates of insurance listing the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the Loan Parties, together with long-form lender loss payable endorsements, as appropriate and (y) additional insured with respect to the liability insurance of the Loan Parties, together with additional insured endorsements. Notwithstanding anything to the contrary herein or in any Loan Documents, such certificates of insurance and endorsements shall not be required to be delivered until the date that is thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion).
Appears in 1 contract
Additional Collateral; Further Assurances. Until all the Liabilities are paid in full:
(a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable requirements of law, Borrower and each Subsidiary shall, unless Lender otherwise consents, Note Party will cause each of its Subsidiaries (other than any Immaterial Subsidiary Borrower or Excluded Subsidiary, other than as set forth in clauses (f) or (g), as applicable) formed or acquired after the date Closing Date within sixty (60) days (or such longer period approved by the Collateral Agent (at the direction of this Agreement the Required Purchasers) in accordance with the terms of this Agreement writing) after such formation or acquisition to become, at Lender’s option, become a Guarantor by executing Guarantee Documents or a Borrower Note Party by executing a joinder to this Agreement and any agreement (or such other documents performing similar functions as may be required by the Collateral Agent (at the direction of the Related DocumentsRequired Purchasers)); provided, that the Subsidiary is not a Sanctioned Person and such Subsidiary becoming a Note Party shall not cause a violation of Sanctions by any Person (including KLIM). In connection therewith, the Collateral Agent and the Purchasers shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be reasonably requested by KLIM or the Collateral Agent with respect to “know your customer” and Anti-Money Laundering Laws and Sanctions, including the PATRIOT Act (including a completed OFAC questionnaire and, if the Company qualifies as a “legal entity customer” under the Beneficial Ownership Regulations, a Beneficial Ownership Certification with respect to the Company). Upon execution and delivery thereof, and upon execution and delivery of a joinder agreement to the Subsidiary Guarantee, each such Person (i) shall automatically become a Subsidiary Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Transaction Documents and (ii) will grant Liens to Lender, secure the Notes in any property of such Subsidiary Note Party which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(cb) Borrower and each Subsidiary Each Note Party will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(d) Without limiting the foregoing, Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Collateral Agent and the Purchasers such documents, agreements and instruments, and will take or cause to be taken such further actions (including the delivery of legal opinions, filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the typetype required by the Transaction Documents, as applicable), which may be required by any requirement of law or which Lender the Collateral Agent (at the direction of the Required Purchasers) may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Transaction Documents and to ensure perfection and priority of the Liens created or intended to be created by and in accordance with the Collateral DocumentsSecurity Agreement, all at the joint and several expense of Borrowerthe Note Parties.
(ec) With respect to all owned Real Estate Assets with a fee interest in real estate with a fair market value greater than $5,000,000 owned by a Note Party that is acquired after the Closing Date, the applicable Note Party shall within ninety (90) days thereafter (or such later date as approved by the Collateral Agent (at the direction of the Required Purchasers), deliver each of the following, in form and substance reasonably satisfactory to the Collateral Agent and the Required Purchasers:
(i) a mortgage on such property;
(ii) evidence that a counterpart of the mortgage has been recorded in the place necessary, in the Collateral Agent’s (at the direction of the Required Purchasers) reasonable judgment, to create a valid and enforceable Lien in favor of the Collateral Agent;
(iii) ALTA or other mortgagee’s title policy;
(iv) an ALTA survey prepared and certified to the Collateral Agent by a surveyor reasonably acceptable to the Collateral Agent (at the direction of the Required Purchasers);
(v) an opinion of counsel in the state in which such Real Estate Asset is located in form and substance and from counsel reasonably satisfactory to the Collateral Agent and the Required Purchasers;
(vi) if any such parcel of Real Estate Asset is determined by the Purchasers to be in a flood zone, a flood notification form signed by the Company and evidence that flood insurance is in place for the building and contents, all in form and substance satisfactory to the Required Purchasers; and
(vii) such other information, documentation, and certifications as may be reasonably required by the Collateral Agent (at the direction of the Required Purchasers).
(d) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary Note Party after the Closing Date (other than assets constituting Collateral hereunder under the Security Agreement that become subject to the Lien in favor of Lender Liens under the Security Agreement upon acquisition thereof), Borrower the Company will (i) notify Lendereach Purchaser and the Collateral Agent, and, if requested by Lenderthe Collateral Agent (at the direction of the Required Purchasers), Borrower will cause such assets to be subjected to a Lien securing the Liabilities Obligations and will (ii) take, and cause such Subsidiary each applicable Note Party to take, such actions as shall be necessary or reasonably requested by Lender the Collateral Agent (at the direction of the Required Purchasers) to grant and perfect such Liens, including actions described Liens created by and in this Sectionaccordance with the Security Agreement, all at the expense of Borrowerthe Note Parties.
(e) The Note Parties shall, from time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Collateral Agent and/or the Required Purchasers may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other Transaction Documents.
(f) In the event that any Immaterial Subsidiary later ceases to be an Immaterial Subsidiary, or in the event that Subsidiaries designated as Immaterial Subsidiaries at any time, in the aggregate, either (i) own or hold assets, when combined with the assets of all other Immaterial Subsidiaries that are not Note Parties, exceeding five percent (5.0%) of the consolidated total assets of the Company and its Subsidiaries or (ii) account for revenue, when combined with the revenue of all other Immaterial Subsidiaries that are not Note Parties, exceeding ten percent (10.0%) of the revenue of the Company and its Subsidiaries, in either case, as of the end of or for the fiscal quarter most recently ended for which financial statements have been, or are required to have been, disclosed in the SEC Reports and pursuant to Section 4.14, such Subsidiary shall no longer be an Immaterial Subsidiary and Company shall comply, or shall cause its Subsidiaries to comply, with Section 4.18 with respect to such Subsidiary such that, after such designation and compliance, the Subsidiaries designated by the Company as Immaterial Subsidiaries, in the aggregate (i) do not hold assets, when combined with the assets of all other Immaterial Subsidiaries that are not Note Parties, in excess of five percent (5.0%) of the consolidated total assets of the Company and its Subsidiaries and (ii) do not account for revenue, when combined with the revenue of all other Immaterial Subsidiaries that are not Note Parties, in excess of ten percent (10.0%) of the revenue of the Company and its Subsidiaries, in each case, as of the end of or for the fiscal quarter most recently ended for which financial statements have been, or are required to have been, disclosed in the SEC Reports and pursuant to Section 4.14.
(g) In the event that an Excluded Subsidiary becomes a wholly-owned Subsidiary and at any time thereafter is not an Immaterial Subsidiary, the Company shall cause such Excluded Subsidiary to become party to the Security Agreement and otherwise comply with this Section 4.18 with respect to thereto.
Appears in 1 contract
Sources: Securities Purchase Agreement (Douglas Elliman Inc.)
Additional Collateral; Further Assurances. (a) At The Leasing Company agrees that immediately upon becoming the beneficial owner of any time or times during the term additional Telecommunications Asset Agreement and proceeds of this Asset Sales of Telecommunications Assets subject to a Telecommunications Asset Agreement, upon the request of Lenderany Qualified Investments constituting Collateral or Intercompany Notes constituting Collateral, Borrower, it will at its joint and several expense promptly and duly execute pledge and deliver any to the Collateral Agent for the benefit of the Senior Note Trustee and all the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and the equal and ratable benefit of the Holders of the Convertible Notes, the certificates, instruments and documents representing such further financing statementsproceeds of Asset Sales of Telecommunications Assets subject to a Telecommunications Asset Agreement, instrumentssuch Qualified Investments and such Intercompany Notes (as well as duly executed instruments of transfer or assignment in blank), endorsementsand grant to the Collateral Agent for the benefit of the Senior Note Trustee and the equal and ratable benefit of the Holders of the Senior Notes and for the benefit of the Convertible Note Trustee and for the equal and ratable benefit of the Holders of the Convertible Notes pursuant to appropriate and necessary Senior Note Collateral Documents, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any a continuing first priority security interest granted in and Liens on such proceeds of Telecommunications Assets, such Qualified Investments or purported such Intercompany Notes, all in form and substance satisfactory to be granted hereby the Collateral Agent and the Trustees. The Leasing Company shall also promptly (and in any event within five (5) Business Days after receipt thereof), subject to its compliance with the requirements of applicable law, deliver to the Collateral Agent any other documents of title, promissory notes, certificates or instruments representing Collateral which it holds. The Leasing Company further agrees that it will promptly (and in any event within 5 Business Days after such acquisition) deliver to enable Lender to exercise the Collateral Agent and enforce its rights and remedies under this Agreement the Trustees an amendment, duly executed by the Leasing Company, in substantially the form of Schedule I hereto (an "Additional Collateral Amendment"), with respect to the additional Collateral that is to be pledged pursuant to this Security Agreement. The Leasing Company hereby authorizes the Collateral Agent and the Trustees to attach each Additional Collateral Amendment to this Security Agreement and agrees that any stock, notes or other forms of Investment listed on any Additional Collateral Amendment delivered to the Collateral Agent or the Trustees shall for all of purposes hereunder be considered Collateral. The Leasing Company will, promptly upon request by the CollateralTrustee, including(i) execute and deliver, without limitationcause to be executed and filed, or use its best efforts to give any notices, in all appropriate jurisdictions (including Canada, Cyprus, the filing of Russian Federation and Kazakstan) or procure any financing statements, assignments, pledges or continuation statementsother documents, or amendments thereto, all in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect and substance satisfactory to the liens Collateral Agent and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. BorrowerTrustee, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time mark ▇▇▇ chattel paper constituting Collateral, and deliver any certificates, chattel paper or instruments constituting Collateral to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with Agent or the Collateral as Lender may reasonably requestTrustees, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any of the Related Documents. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Documents and (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(c) Borrower and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(d) Without limiting the foregoing, Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, deliver or cause to be executed and delivereddelivered all stock powers, to Lender such proxies, assignments, instruments and other documents, agreements all in form and instrumentssubstance satisfactory to the Collateral Agent and the Trustee, and will (iv) take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such any other actions or deliveries that are necessary or, in the reasonable opinion of the type, as applicable), which may be required by law or which Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement Collateral Agent and the Related Documents and Trustees, desirable to ensure perfect or continue the perfection and the priority of the Collateral Agent's security interest and Liens created or intended in the Collateral, to be created by protect the Collateral Documentsagainst the rights, all at the joint and several expense claims, or interests of Borrower.
(e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Date (third Persons other than assets constituting Collateral hereunder that become subject to the Lien in favor holders of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested Permitted Liens or Liens otherwise permitted by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense Section 4.11 of Borrower.the
Appears in 1 contract
Sources: Leasing Company Security and Pledge Agreement (PLD Capital Asset Us Inc)
Additional Collateral; Further Assurances. a. Subject to the Limited Conditionality Provision, within sixty (a60) At days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after any time or times during wholly-owned Subsidiary qualifies as a Material Domestic Subsidiary pursuant to the term definition of this Agreement“Material Domestic Subsidiary”, upon the request Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of Lender, Borrower, will at its joint such Person and several expense promptly shall cause each such Subsidiary to deliver to the Administrative Agent a Joinder Agreement and duly execute and deliver any and all a joinder to the Security Agreement (in the form contemplated thereby) pursuant to which such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported Subsidiary agrees to be granted hereby or bound by the terms and provisions hereof and thereof, such delivery to enable Lender to exercise be accompanied by requisite resolutions, other organizational documentation and enforce its rights legal opinions as may be reasonably requested by, and remedies under this Agreement with respect to any or all of the Collateral, including, without limitationin form and substance reasonably satisfactory to, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable Administrative Agent and its counsel. Notwithstanding anything to Lender, under the Uniform Commercial Code in effect contrary in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. BorrowerLoan Document, jointly and severally, will (i) pay no Excluded Domestic Subsidiary or reimburse Lender for all filing fees Excluded Foreign Subsidiary shall be required to be a Loan Party and related filing costs and expenses; (ii) provide Lender from time no Collateral constituting fee-owned real property located in the State of New York shall secure any Commitments, Revolving Loans or Revolving Exposure.
b. Subject to time with statements the Limited Conditionality Provision and schedules further identifying the terms, limitations and describing exceptions set forth in the applicable Collateral Documents and this Section 5.14(b), each Loan Party will cause all of its owned property (whether real, personal, tangible, intangible, or mixed but excluding Excluded Assets and any other reports real property that is not Material Real Property) to be subject at all times to perfected Liens in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority favor of the security interests Administrative Agent for the benefit of Lender in the Collateral or Secured Parties to determine secure the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed or acquired after the date of this Agreement Secured Obligations in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any conditions of the Related Collateral Documents on a first priority basis, subject in any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, and subject to the Limited Conditionality Provision and the terms, limitations and exceptions set forth in the applicable Collateral Documents. Upon execution and delivery thereof, each such Person the Company (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Documents and (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(c) Borrower and each Subsidiary will cause 100% the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each of its Subsidiaries Pledge Subsidiary directly owned by the Company or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of Lender pursuant the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Related Collateral Documents or such other pledge and security documents as Lender the Administrative Agent shall reasonably requestrequest and (ii) will deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Company or such Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding the foregoing, (i) no such Mortgage or Mortgage Instruments are required to be delivered hereunder until the date that is ninety (90) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after (A) the Effective Date, with respect to Material Real Property owned by the Company or any other Loan Party on the Effective Date (after giving effect to the Grand Design Acquisition) or (B) the date of acquisition thereof, with respect to Material Real Property acquired by the Company or any other Loan Party after the Effective Date and (iii) no foreign pledge documentation in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a Material Foreign Subsidiary shall be required hereunder (A) until the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements, and (C) to the extent the Company reasonably determines in its good faith judgment that such pledge would result in a material adverse tax consequence to the Company or any Subsidiary.
c. If, at any time after the Effective Date any Subsidiary of the Company that is not a Loan Party shall become party to a guaranty of, or grant a Lien on any ▇▇▇▇▇▇ ▇▇ ▇▇cure, the Term Loan Obligations, any Subordinated Indebtedness or any other Material Indebtedness of a Loan Party, the Company shall promptly notify the Administrative Agent thereof and, within ten (d10) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) and (b) (but without giving effect to the 30-day grace periods provided therein).
d. Without limiting the foregoing, Borrower and any Guarantor each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, subject to the Limited Conditionality Provision and the terms, limitations, and exceptions set forth herein or in any Collateral Document, all at the joint and several expense of Borrowerthe Loan Parties, in each case to the extent required by, and subject to the limitations and exceptions of, this Agreement and the other Loan Documents.
(e) e. If any material assets (including any real property other than Excluded Assets or improvements thereto or any interest thereinother assets not required to be Collateral) are acquired by Borrower or any Subsidiary Loan Party after the Closing Effective Date (other than assets constituting Collateral hereunder under the applicable Collateral Documents that become subject to the Lien granted by the Loan Parties in favor of Lender the Administrative Agent in support of all of the Secured Obligations upon acquisition thereof), the Borrower Representative will promptly (i) notify Lender, the Administrative Agent thereof and, if requested by Lenderthe Administrative Agent or the Required Lenders, Borrower will cause such assets to be subjected to a Lien securing the Liabilities Secured Obligations and will take, and cause such Subsidiary to take, (ii) take such actions as shall be necessary or reasonably requested by Lender the Administrative Agent to grant and perfect such Liens, including actions described in clause (g) of this Section, all at the expense of Borrowerthe Loan Parties, subject, however, to the Limited Conditionality Provision and the terms, limitations and exceptions set forth herein or in any Collateral Document; provided that with respect to any Material Real Property acquired by the Company or any other Loan Party after the Effective Date, which property would not be automatically subject to another Lien pursuant to an existing Collateral Document, no Mortgage or Mortgage Instrument shall be required to be delivered hereunder prior to the date that is ninety (90) days after the acquisition thereof as determined by the Borrower Representative (acting reasonably in good faith) (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion).
f. Within thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion), the Loan Parties shall deliver to the Administrative Agent certificates of insurance listing the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the Loan Parties, together with long-form lender loss payable endorsements, as appropriate and (y) additional insured with respect to the liability insurance of the Loan Parties, together with additional insured endorsements. Notwithstanding anything to the contrary herein or in any Loan Documents, such certificates of insurance and endorsements shall not be required to be delivered until the date that is thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion).
g. Notwithstanding the foregoing, the parties hereto acknowledge and agree that (i) in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any asset that constitutes Collateral is excessive in relation to the benefit afforded to the Secured Parties thereby, the Administrative Agent may exclude such Collateral from the creation and perfection requirements set forth in this Agreement and the other Loan Documents and (ii) the Administrative Agent may grant extensions of time for the creation or perfection of Liens in particular property (including extensions of time beyond the Effective Date) where it determines that such creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint Subject to and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect solely to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy Requirements of this Agreement shall be sufficient as Law, the Kodiak Borrower (or, after a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. BorrowerSuccessful IPO, jointly and severally, will (iKodiak Corp) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, that is a Loan Party will cause each Subsidiary Borrower of its Domestic Subsidiaries formed or acquired on or after the date of this Agreement in accordance with the terms of this Agreement to become, at Lender’s optionbecome a Loan Party, a Loan Guarantor by executing Guarantee Documents or a Borrower and an Obligor by executing a joinder Joinder Agreement; provided, however, that notwithstanding the foregoing, no such Domestic Subsidiary shall be required to become a Loan Party to the extent (i) not permitted pursuant to any contractual obligation applicable thereto that exists at the time such Domestic Subsidiary is acquired (other than on the Effective Date when this Agreement clause (i) shall not apply) and which contractual obligation was not entered into in contemplation of such acquisition and only for so long as such prohibition is continuing; provided that, the Kodiak Borrower shall use commercially reasonable efforts to obtain any consents necessary to discontinue such prohibition and to enable such Domestic Subsidiary to become a Loan Party, (ii) resulting in material adverse tax consequences to the Kodiak Borrower or any of its Subsidiaries, as reasonably determined by the Related DocumentsKodiak Borrower in consultation with the Administrative Agent, including as a result of the operation of Section 956 of the Code or (iii) the burden or cost of becoming a Loan Party outweighs the benefits afforded thereby in the reasonable judgment of the Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, duties and obligations in such capacity under the Related Loan Documents and (ii) will grant Liens to Lenderthe Administrative Agent, for the benefit of the Administrative Agent, the Lenders and the other Secured Parties, in any property of such Subsidiary Loan Party which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(cb) The Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. Federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary directly owned by the Kodiak Borrower (or, after a Successful IPO, Kodiak Corp) or any of its Domestic Subsidiaries to be subject at all times to a first priority priority, perfected Lien in favor of Lender the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Related Loan Documents or other security documents as Lender the Administrative Agent shall reasonably request.
(d) Without limiting the foregoing, Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type, as applicable), which may be required by law or which Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the joint and several expense of Borrower.
(e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Date (other than assets constituting Collateral hereunder that become subject to the Lien in favor of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense of Borrower.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) At Within sixty (60) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after any time or times during wholly-owned Subsidiary qualifies as a Material Domestic Subsidiary pursuant to the term definition of this Agreement“Material Domestic Subsidiary”, upon the request Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of Lender, Borrower, will at its joint such Person and several expense promptly shall cause each such Subsidiary to deliver to the Administrative Agent a Joinder Agreement and duly execute and deliver any and all a joinder to the Security Agreement (in the form contemplated thereby) pursuant to which such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported Subsidiary agrees to be granted hereby or bound by the terms and provisions hereof and thereof, such delivery to enable Lender to exercise be accompanied by requisite resolutions, other organizational documentation and enforce its rights legal opinions as may be reasonably requested by, and remedies under this Agreement with respect to any or all of the Collateral, including, without limitationin form and substance reasonably satisfactory to, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable Administrative Agent and its counsel. Notwithstanding anything to Lender, under the Uniform Commercial Code in effect contrary in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. BorrowerLoan Document, jointly and severally, will (i) pay no Excluded Domestic Subsidiary or reimburse Lender for all filing fees Excluded Foreign Subsidiary shall be required to be a Loan Party and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the no Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender constituting fee-owned real property located in the Collateral State of New York shall secure any Commitments, Revolving Loans or to determine the existence or priority of other secured parties with respect to the CollateralRevolving Exposure.
(b) Subject the terms, limitations and exceptions set forth in the applicable Collateral Documents and this Section 5.14(b), each Loan Party will cause all of its owned property (whether real, personal, tangible, intangible, or mixed but excluding Excluded Assets and any real property that is not Material Real Property) to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed or acquired after be subject at all times to perfected Liens in favor of the date Administrative Agent for the benefit of this Agreement the Secured Parties to secure the Secured Obligations in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any conditions of the Related Collateral Documents on a first priority basis, subject in any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, and subject to the terms, limitations and exceptions set forth in the applicable Collateral Documents. Upon execution and delivery thereof, each such Person the Company (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Documents and (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(c) Borrower and each Subsidiary will cause 100% the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each of its Subsidiaries Pledge Subsidiary directly owned by the Company or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of Lender pursuant the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Related Collateral Documents or such other pledge and security documents as Lender the Administrative Agent shall reasonably requestrequest and (ii) will deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Company or such Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding anything to the contrary in this Section 5.14, (i) no such Mortgage or Mortgage Instruments are required to be delivered hereunder until the date that is ninety (90) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after (A) the Effective Date, with respect to Material Real Property owned by the Company or any other Loan Party on the Effective Date or (B) the date of acquisition thereof, with respect to Material Real Property acquired by the Company or any other Loan Party after the Effective Date and (ii) no foreign pledge documentation in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a Material Foreign Subsidiary shall be required hereunder (A) until the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements, and (C) to the extent the Company reasonably determines in its good faith judgment that such pledge would result in a material adverse tax consequence to the Company or any Subsidiary.
(c) If, at any time after the Effective Date any Subsidiary of the Company that is not a Loan Party shall become party to a guaranty of, or g▇▇▇▇ ▇ ▇▇▇▇ on any assets to secure, the Term Loans/Notes Obligations, any Subordinated Indebtedness or any other Material Indebtedness of a Loan Party, the Company shall promptly notify the Administrative Agent thereof and, within ten (10) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) and (b) (but without giving effect to the 30-day grace periods provided therein).
(d) Without limiting the foregoing, Borrower and any Guarantor each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, subject to the terms, limitations, and exceptions set forth herein or in any Collateral Document, all at the joint and several expense of Borrowerthe Loan Parties, in each case to the extent required by, and subject to the limitations and exceptions of, this Agreement and the other Loan Documents.
(e) If any material assets (including any real property other than Excluded Assets or improvements thereto or any interest thereinother assets not required to be Collateral) are acquired by Borrower or any Subsidiary Loan Party after the Closing Effective Date (other than assets constituting Collateral hereunder under the applicable Collateral Documents that become subject to the Lien granted by the Loan Parties in favor of Lender the Administrative Agent in support of all of the Secured Obligations upon acquisition thereof), the Borrower Representative will promptly (i) notify Lender, the Administrative Agent thereof and, if requested by Lenderthe Administrative Agent or the Required Lenders, Borrower will cause such assets to be subjected to a Lien securing the Liabilities Secured Obligations and will take, and cause such Subsidiary to take, (ii) take such actions as shall be necessary or reasonably requested by Lender the Administrative Agent to grant and perfect such Liens, including actions described in subject to clause (f) of this Section, all at the expense of Borrowerthe Loan Parties, subject, however, to the terms, limitations and exceptions set forth herein or in any Collateral Document; provided that with respect to any Material Real Property acquired by the Company or any other Loan Party after the Effective Date (including in connection with a Permitted Acquisition), which property would not be automatically subject to any other Lien pursuant to an existing Collateral Document, no Mortgage or Mortgage Instrument shall be required to be delivered hereunder prior to the date that is one hundred twenty (120) days after the acquisition thereof as determined by the Borrower Representative (acting reasonably in good faith) (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion).
(f) Notwithstanding the foregoing, the parties hereto acknowledge and agree that (i) in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any asset that constitutes Collateral is excessive in relation to the benefit afforded to the Secured Parties thereby, the Administrative Agent may exclude such Collateral from the creation and perfection requirements set forth in this Agreement and the other Loan Documents and (ii) the Administrative Agent may grant extensions of time for the creation or perfection of Liens in particular property (including extensions of time beyond the Effective Date) where it determines that such creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) At The Borrowers will, and will cause each Domestic Subsidiary to, execute any time documents, UCC or times during PPSA filing statements, agreements and instruments, and take all further action (including filing Mortgages) that may be required under applicable law, or that the term Administrative Agent or the Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by the Loan Documents and in order to grant, preserve, protect and perfect the validity and first priority of this Agreement, upon the request Liens created or intended to be created by the Loan Documents. Each Borrower will cause any subsequently acquired or organized Domestic Subsidiary to execute a supplement (in form and substance satisfactory to the Administrative Agent) to the Subsidiary Guaranty and each other applicable Loan Document in favor of Lender, Borrower, the Secured Parties. Each Borrower will at cause its joint and several expense promptly and duly Foreign Subsidiaries to execute and deliver any documents reasonably necessary to perfect the pledge of its Equity Interests (subject to the limitations set forth below) under the laws of such subsidiaries jurisdiction of organization. In addition, from time to time, the Borrowers will, at their cost and all such further financing statementsexpense, instrumentspromptly secure the Obligations by pledging or creating, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported causing to be granted hereby pledged or to enable Lender to exercise and enforce its rights and remedies under this Agreement created, perfected Liens with respect to any such of their and their Domestic Subsidiaries’ assets and properties as the Administrative Agent or all the Required Lenders shall designate, it being agreed that it is the intent of the Collateralparties that the Obligations shall be secured by, includingamong other things, without limitationsubstantially all the assets of the Borrowers and their Domestic Subsidiaries (including real and personal property acquired subsequent to the Effective Date); provided that, notwithstanding anything to the filing contrary contained in any Loan Document, First Lien Term Loan Document or Second Lien Term Loan Document, neither the Borrowers nor their subsidiaries shall be required to pledge more than 65% of any financing statementsthe voting Equity Interests (representing not greater than 65% of the total combined voting power of all classes of Equity Interests entitled to vote) of a Foreign Subsidiary, provided, further, that none of the Borrowers or continuation statements, their subsidiaries shall be required to pledge (or amendments thereto, cause to be pledged) Equity Interests of a Foreign Subsidiary to the extent such Equity Interests of such Foreign Subsidiary are held by another Foreign Subsidiary. Such Liens will be created under the Loan Documents in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect and substance satisfactory to the liens Administrative Agent, and security interests granted under this Agreement. Borrower also hereby authorizes Lender the Borrowers shall deliver or cause to file any such financing statement without the signature of Borrower be delivered to the fullest extent permitted by applicable law. A photocopy of Administrative Agent all such instruments and documents (including legal opinions, title insurance policies and lien searches) as the Administrative Agent shall reasonably request to evidence compliance with this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the CollateralSection.
(b) Subject The Borrowers will cause any Equity Interests, Specified Real Property (or, with respect to applicable lawany such lease of Specified Leasehold Property, Borrower and each Subsidiary shallwill use commercially reasonable efforts to) or other assets that are subject to a first priority, unless Lender otherwise consents, cause each Subsidiary Borrower formed or acquired after the date of this Agreement perfected Lien in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any favor of the Related Documents. Upon execution First Lien Term Loan Lenders (or the administrative agent on behalf of such First Lien Term Loan Lenders) under the First Lien Term Loan Documents and delivery thereofa second priority, each such Person (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all perfected Lien in favor of the rights, benefits, duties, and obligations in Second Lien Term Loan Lenders for the Administrative Agent on behalf of such capacity Second Lien Term Loan Lenders under the Related Second Lien Term Loan Documents and (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(c) Borrower and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender the Administrative Agent pursuant to the terms and conditions of the Related Documents or Loan Documents, and shall deliver such other security documents in connection therewith as Lender the Administrative Agent shall reasonably (taking into account the costs of delivery of such security documents and the benefits provided by such security documents) request.
(dc) Without limiting the foregoing, Borrower and any Guarantor will, and the Borrowers will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent or the Collateral Agent such documents, agreements documents and instrumentsagreements, and will take or cause to be taken such further actions (including as the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions Administrative Agent or deliveries of the type, as applicable), which may be required by law or which Lender Collateral Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related Documents and other Loan Documents, including but not limited to ensure perfection and priority all items of the Liens created or intended to be created type required by the Collateral Documents, all at the joint and several expense of BorrowerSection 4.01 (as applicable).
(ed) If Notwithstanding anything else set forth herein, the Borrowers will not be required to deliver the following items on the Effective Date and will be required instead to deliver them no later than 30 days after the Effective Date (or such later dates from time to time as consented to by the Administrative Agent in its reasonable discretion):
(i) any material assets documents required under German law to create and perfect the security interest of the Administrative Agent in 65% of the Equity Interests of any Subsidiary of any Borrower organized under the laws of Germany;
(including any ii) a Mortgage and all other documents and instruments required to be delivered in connection with the Mortgages delivered on the Effective Date with respect to all real property or improvements thereto or any interest therein) are estate acquired by Borrower or any Subsidiary after the Closing Date (other than assets constituting Collateral hereunder that become subject Borrowers pursuant to the Lien IBR Plasma Asset Acquisition; and
(iii) PPSA filing statements with respect to the Borrowers’ assets located in favor Canada, together with opinions of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested by Lender, Borrower will cause local counsel opining to the perfection of the Administrative Agent’s security interest in such assets to be subjected to a Lien securing the Liabilities and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense of BorrowerCollateral.
Appears in 1 contract
Sources: Revolving Credit Agreement (Talecris Biotherapeutics Holdings Corp.)
Additional Collateral; Further Assurances. (a) At The Issuer agrees that immediately upon becoming the beneficial owner of any time or times during the term of this Agreementadditional Collateral, upon the request of Lender, Borrower, it will at its joint and several expense promptly and duly execute pledge and deliver any to the Collateral Agent for the benefit of the Trustee and all such further financing statementsthe equal and ratable benefit of the Holders of the Secured Notes, instrumentsthe certificates, endorsements, powers of attorney instruments and other documents, make if any, representing such filingsCollateral (as well as duly executed instruments of transfer or assignment in blank), provide such notices and take such further action as Lender may reasonably deem desirable or grant to the Collateral Agent for the benefit of the Trustee and the equal and ratable benefit of the Holders of the Secured Notes pursuant to appropriate and necessary in order to createSecurity Agreements, perfect, preserve and protect any a continuing first priority security interest granted in and Lien on such other Collateral, all in form and substance reasonably satisfactory to the Trustee. The Issuer shall also promptly (and in any event within five Business Days after receipt thereof), subject to its compliance with the requirements of applicable law, deliver to the Collateral Agent any other documents of title, promissory notes, certificates or purported instruments representing Collateral which it holds. The Issuer further agrees that it will promptly (and in any event within five Business Days after such acquisition) deliver to be granted hereby or to enable Lender to exercise the Collateral Agent and enforce its rights and remedies under this Agreement the Trustee an amendment, duly executed by the Issuer, in substantially the form of SCHEDULE E hereto (an "Additional Collateral Amendment"), with respect to the additional Collateral that is to be pledged pursuant to this Agreement. The Issuer hereby authorizes the Collateral Agent and the Trustee to attach each Additional Collateral Amendment to this Agreement and agrees that any notes, instruments or other forms of Investment or other property or assets listed on any Additional Collateral Amendment delivered to the Collateral Agent or the Trustee and all of the proceeds thereof shall for all purposes hereunder be considered Collateral. The Issuer will promptly (i) execute and deliver, includingcause to be executed and filed, without limitationor use its best efforts to give any notices, the filing of in all appropriate jurisdictions (including foreign jurisdictions) or procure any financing statements, or including continuation statements, assignments, pledges or amendments theretoother documents, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time ▇▇▇▇ any chattel paper constituting Collateral and deliver any certificates, chattel paper or instruments constituting Collateral to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with Agent or the Collateral as Lender may reasonably requestTrustee, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any of the Related Documents. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Documents and (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(c) Borrower and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(d) Without limiting the foregoing, Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, deliver or cause to be executed and delivereddelivered all assignments, to Lender such instruments and other documents, agreements and instruments(iv) take any other actions, and will take or cause to be taken in each such further actions (including case as necessary or, in the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries reasonable opinion of the typeCollateral Agent or the Trustee, as applicable), which may be required by law desirable to perfect or which Lender may, from time to time, reasonably request to carry out continue the terms and conditions of this Agreement perfection and the Related Documents and to ensure perfection and priority of the Collateral Agent's security interest and Liens created or intended in the Collateral, to be created by protect the Collateral Documentsagainst the rights, all at the joint and several expense claims, or interests of Borrower.
(e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Date (third Persons other than assets constituting holders of Permitted Liens or to effect the purposes of this Agreement. The Issuer also hereby authorizes the Collateral hereunder that become subject Agent to file any financing or continuation statements with respect to the Collateral necessary or, in its reasonable opinion desirable, to perfect or continue the perfection or priority of the Collateral Agent's Lien in favor hereunder without the signature of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested the Issuer to the extent permitted by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense of Borrowerapplicable law.
Appears in 1 contract
Sources: Senior Secured Note Security and Pledge Agreement (Pride International Inc)
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, Loan Party will cause each Restricted Subsidiary Borrower that is formed or acquired after the date of this Agreement (and is not an Excluded Subsidiary), that becomes a Restricted Subsidiary after the Closing Date (and is not an Excluded Subsidiary) or that ceases to be an Excluded Subsidiary after the Closing Date in accordance with the terms of this Agreement within sixty (60) days (in each case, as such time may be extended in the Administrative Agent’s sole discretion) to become, at Lender’s option, become a Borrower or a Guarantor by executing Guarantee pursuant to a Joinder Agreement and take all such further actions (including authorizing the filing and recording of financing statements, fixture filings, and other documents) that are required under the Collateral Documents or a Borrower by executing a joinder to this Agreement to cause the Collateral and any of the Related DocumentsGuaranty Requirement to be satisfied with respect to such Subsidiary. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor Borrower or Borrower Guarantor, as applicable hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Loan Documents and (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.and
(cb) Borrower The Loan Parties will execute any and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(d) Without limiting the foregoing, Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender such further documents, agreements and instruments, and will take or cause to be taken all such further actions (including authorizing the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type, as applicable), documents) which may be required by law any Requirement of Law or which Lender the Administrative Agent may, from time to time, reasonably request request, to carry out cause the terms Collateral and conditions of this Agreement and the Related Documents and to ensure perfection and priority of the Liens created or intended Guaranty Requirement to be created by the Collateral Documents, and remain satisfied at all at the joint and several expense of Borrowertimes.
(ec) If Upon the acquisition by any material assets of the Loan Parties or any of their Subsidiaries after the Second Amendment Effective Date of any interest in any Material Real Property, such Loan Party or Subsidiary, as applicable, shall immediately so notify the Administrative Agent, setting forth with specificity a description of the interest acquired, the location of the Material Real Property, any structures or improvements thereon and either an appraisal or such Loan Party’s or Subsidiary’s good-faith estimate of the current value of such Material Real Property. The Administrative Agent shall notify such Loan Party or Subsidiary, as applicable, whether it intends to require a Mortgage (including and any other Real Property Deliverables solely to the extent requested by the Term Agent pursuant to the Term Credit Agreement) with respect to such Material Real Property. Upon receipt of such notice requesting a Mortgage (and any other Real Property Deliverables solely to the extent requested by the Term Agent pursuant to the Term Credit Agreement) such Loan Party or Subsidiary, as applicable, shall promptly and in any event within sixty (60) days after the acquisition of such Material Real Property (or such later time as the Administrative Agent may agree in its sole discretion), deliver one or more Mortgages creating a perfected, first priority Lien (in terms of priority, subject only to Permitted Specified Liens) on such Material Real Property and such other Real Property Deliverables (solely to the extent requested by the Term Agent pursuant to the Term Credit Agreement) as may be required by the Administrative Agent with respect to such Material Real Property acquired after the Second Amendment Effective Date; provided that no Mortgage on such Material Real Property shall be recorded at the direction of the Administrative Agent until each Lender has confirmed to the Administrative Agent that it has completed all internal credit requirements necessary to accept such Mortgage. The Borrowers shall pay all fees and expenses, including, without limitation, reasonable attorneys’ fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 5.14(c).
(d) Notwithstanding the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any Material Real Property acquired by any Loan Party after the Second Amendment Effective Date until (1) the date that occurs 45 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor, (ii) if such real property or improvements thereto or any interest thereinis located in a “special flood hazard area,”
(A) are acquired by Borrower or any Subsidiary after the Closing Date (other than assets constituting Collateral hereunder that become subject a notification to the Lien in favor applicable Loan Party of Lender upon acquisition thereof)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, Borrower will notify Lender, and, and (iii) if requested by Lender, Borrower will cause such assets notice is required to be subjected provided to a Lien securing the Liabilities applicable Loan Party and will takeflood insurance is available in the community in which such real property is located, evidence of flood insurance, and cause such Subsidiary to take, such actions as (2) the Administrative Agent shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense of Borrower.have received written
Appears in 1 contract
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Agent has the right but not the obligation to require the Borrower and each Subsidiary shallto cause each, unless Lender otherwise consentsany or all of its domestic Subsidiaries, cause each Subsidiary Borrower whether currently existing or formed or acquired after the date of this Agreement in accordance with the terms of this Agreement Loan Closing Date, to become, at Lender’s option, a Guarantor by executing Guarantee Documents or become a Borrower subject to the provisions of the Loan Documents by executing a joinder to this Joinder Agreement and any of in the Related Documents. form proposed by the Agent, each, a “Joinder Agreement.” Upon execution and delivery thereof, each such Person (ia) shall automatically become a Subsidiary Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Loan Documents and (iib) will grant Liens to Lender, the Collateral Agent in any property of such Subsidiary Guarantor which constitutes Collateral, including any parcel of real property located in the U.S. and owned by any such Subsidiary.
(c) Subsidiary Guarantor, and the Lenders and Borrower shall take such steps to amend this Agreement and each Subsidiary the other Loan Documents to implement the same. The Borrower will cause (i) 100% of the issued and outstanding Equity Interests of each of its Subsidiaries domestic Subsidiaries, if any, and (ii) 100% of the issued and outstanding Equity Interests of each of its foreign Subsidiaries, to be subject at all times to a first priority priority, perfected Lien in favor of Lender the Collateral Agent pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(d) Loan Documents. Without limiting the foregoing, the Borrower and any Guarantor will, and will cause each Subsidiary of its Subsidiaries to, execute and deliver, or cause to be executed and delivered, to Lender the Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type, as applicabledeliveries), which may be required by law or which Lender the Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral DocumentsSecurity Agreement, all at the joint and several expense of the Borrower.
(e) . If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Subsidiary after the Loan Closing Date (other than assets constituting Collateral hereunder under the Security Agreement that become subject to the Lien in favor of Lender the Collateral Agent upon the acquisition thereof), the Borrower will notify Lenderthe Agent thereof, and, if requested by Lender, the Agent the Borrower will cause such assets to be subjected to a Lien securing the Liabilities Obligations and will take, and cause such Subsidiary to take, take such actions as shall be necessary or reasonably requested by Lender the Agent to grant and perfect such Liens, including actions described in this SectionSection 6.11, all at the expense of the Borrower.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, the Borrower and each Subsidiary shall, unless the Lender otherwise consents, cause each Subsidiary of the Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become, at Lender’s option, become a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any of the Related DocumentsSubsidiary Guaranty. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor or Borrower hereunder of the Obligations by executing and delivering a Subsidiary Guaranty and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Loan Documents and (ii) will grant Liens to the Lender, in any property of such Subsidiary Guarantor which constitutes Collateral, including any parcel of real property located in the United States owned by any such SubsidiaryGuarantor by executing and delivering the appropriate Security Documents.
(cb) The Borrower and each Subsidiary executing the Subsidiary Guaranty will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority priority, perfected Lien lien in favor of the Lender pursuant to the terms and conditions of the Related Loan Documents or other security documents Collateral Documents as the Lender shall reasonably request.
(dc) Without limiting the foregoing, the Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type, as applicabledeliveries), which may be required by law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Security Documents, all at the joint and several expense of Borrower’s sole expense.
(ed) If any material assets (including any Equity Interests and any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Subsidiary after the Closing Date that is or becomes a Guarantor hereafter (other than assets constituting Collateral hereunder under any Collateral Document that become subject to the Lien lien in favor of the Lender under any Collateral Document upon acquisition thereof), the Borrower will notify the Lender, and, if requested by the Lender, the Borrower will cause such assets to be subjected to a Lien lien securing the Liabilities Obligations and will take, and cause such Subsidiary the Borrower and any appropriate Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liensliens, including actions described in paragraph (c) of this Section, all at the expense of the Borrower.
(e) At any time and from time to time the Borrower shall, and shall cause each of its Subsidiaries to, execute and deliver such further documents and take such further action as may reasonably be requested by the Lender to effect the purposes of the Loan Documents.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, Each Loan Party will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower of its Domestic Subsidiaries (other than any Immaterial Subsidiary) that is not a FSHCO formed or acquired after the Effective Date and any Excluded Subsidiary at such time as it no longer constitutes an Excluded Subsidiary to become a Loan Party by executing and delivering a Joinder Agreement within sixty (60) days (or such later date as may from time to time be approved by the Administrative Agent in its sole discretion, but in no event later than the date such Domestic Subsidiary becomes an issuer or guarantor in respect of the Term Loan Agreement) of such formation, acquisition or disqualification as an Excluded Subsidiary (to the extent such Domestic Subsidiary remains in existence as of such sixtieth day), such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent; provided, that notwithstanding the foregoing, the requirements and timeframes specified in this Section 5.14 shall not apply to Restricted Subsidiaries formed after the Fourth Amendment Effective Date in anticipation of a Permitted Acquisition until such Permitted Acquisition is actually consummated so long as such Restricted Subsidiary (x) is not required to be joined as an obligor to the Term Loan Agreement in accordance and (y) at no time holds any assets or liabilities other than any merger or acquisition consideration contributed to it contemporaneously with the terms closing of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any of the Related Documentssuch Permitted Acquisition. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Loan Documents and (ii) will grant Liens to Lenderthe Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Subsidiary Loan Party which constitutes Collateral, including any parcel of real property owned by any such SubsidiaryLoan Party (other than Excluded Assets). Nothing in this Section 5.14 shall be construed as a consent to form or acquire any Subsidiary after the Effective Date that is not otherwise expressly permitted herein. Notwithstanding anything herein to the contrary, no Foreign Subsidiary of any Loan Party and no FSHCO shall be required to become a Loan Party.
(ca) Without limiting the generality of the foregoing, each Borrower and each Subsidiary other Loan Party will cause (i) 100% of the issued and outstanding non-voting Equity Interests and (ii) the Applicable Pledge Percentage of the issued and outstanding voting Equity Interests of each of its Subsidiaries Pledge Subsidiary to be subject at all times to a first priority priority, perfected Lien in favor of Lender pursuant the Administrative Agent for the benefit of the Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Related Collateral Documents or such other security documents as Lender the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(db) Without limiting the foregoing, Borrower and any Guarantor each Loan Party will, and will cause each Restricted Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the joint and several expense of Borrowerthe Loan Parties.
(ec) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary Loan Party after the Closing Effective Date (other than Excluded Assets or assets constituting Collateral hereunder under the Security Agreement that become subject to the Lien in favor of Lender under the Security Agreement upon the acquisition thereof), the Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities and Representative will take, and cause each Subsidiary that is a Loan Party to take within sixty (60) days (or such Subsidiary later date as may from time to taketime be approved by the Administrative Agent in its reasonable discretion but in no event later than the date such assets constitute Collateral securing the Term Loan Obligations), such actions as shall be necessary or reasonably requested by Lender the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of Borrowerthe Loan Parties.
(d) If, at any time after the Fourth Amendment Effective Date, any Restricted Subsidiary of Holdings that is not a Loan Party shall become party to a guaranty of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on any assets (other than Excluded Assets) to secure, (x) the Term Loan Obligations or (y) any Subordinated Indebtedness, Permitted Ratio Debt or Indebtedness incurred under Section 6.01(o), each, in an aggregate principal amount exceeding $25,000,000, the Borrower Representative shall promptly notify the Administrative Agent thereof and, within ten (10) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Restricted Subsidiary to comply with Section 5.14(a) and (b).
(e) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) the Administrative Agent may grant extensions of time for, or waive the requirements to obtain, the creation or perfection of security interests in, or the obtaining of title insurance and surveys with respect to, particular assets (including extensions beyond the Effective Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrowers, that the cost, burden or consequence (including adverse Tax consequences) thereof is excessive in relation to the practical benefit afforded to the Secured Parties thereby; and (y) Liens required to be granted from time to time pursuant to the Collateral Documents shall be subject to exceptions and limitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdictions, as otherwise agreed between the Administrative Agent and the Borrowers.
(f) Within thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion), the Loan Parties shall deliver to the Administrative Agent certificates of insurance listing the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the Loan Parties, together with long-form lender loss payable endorsements, as appropriate and (y) additional insured with respect to the liability insurance of the Loan Parties, together with additional insured endorsements. Notwithstanding anything to the contrary herein or in any Loan Documents, such certificates of insurance and endorsements shall not be required to be delivered until the date that is thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion).
Appears in 1 contract
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably ’s request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, shall cause each Subsidiary Borrower of its domestic Subsidiaries formed or acquired before or after the date of this Agreement in accordance with the terms to execute a guaranty of Borrower’s obligations under this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any of the Related Documents. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Documents and (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such SubsidiaryAgreement.
(cb) Borrower and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries to be subject at all times to a first priority priority, perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Loan Documents or other security documents as Lender shall reasonably request.
(dc) Without limiting the foregoing, Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law or which Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the joint and several expense of Borrower.
(ed) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Effective Date (other than assets constituting Collateral hereunder under the Security Agreement that become subject to the Lien in favor of Lender the Security Agreement upon acquisition thereof), Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities Secured Obligations and will take, and cause such its Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of Borrower.
Appears in 1 contract
Sources: Credit Agreement (Koss Corp)
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. The Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any of the Related Documents. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, dutieswill, and obligations in such capacity under the Related Documents Anixter will and (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(c) Borrower and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(d) Without limiting the foregoing, Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the typetype required by Section 5.01, as applicable), which may be required by law any Requirement of Law or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the joint and several expense of the Borrower.
(eb) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by the Borrower or any Subsidiary after the Closing Effective Date (other than assets constituting Collateral hereunder under the Security Agreement that become subject to the Lien in favor of Lender under the Security Agreement upon acquisition thereofhereofthereof), the Borrower will (i) notify Lenderthe Administrative Agent and the Lenders thereof, and, if requested by Lenderthe Administrative Agent or the Required Lenders, Borrower will cause such assets to be subjected to a Lien securing the Liabilities Secured Obligations and will (ii) take, and cause such Subsidiary each applicable Person to take, such actions as shall be necessary or reasonably requested by Lender the Administrative Agent to grant and perfect such Liens, including actions described in this Section, all at the sole expense of the Borrower.
(c) At any time during any Cash Dominion Trigger Period, the Administrative Agent may, or the Administrative Agent may direct the Borrower or the Servicer to, notify the Obligors of the Receivables, at the Borrower’s expense, of the security interests of the Administrative Agent (on behalf of the Lenders) under this Agreement and may also direct that payments of all amounts due or that become due under any or all Receivables be made directly to the Administrative Agent or its designee. The Borrower or the Servicer (as applicable) shall, at any Lender’s request, withhold the identity of such Lender in any such notification.
Appears in 1 contract
Sources: Receivables Facility Credit Agreement (Anixter International Inc)
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable lawRequirements of Law, Borrower and each Subsidiary shall, unless Lender otherwise consents, Loan Party will cause each Material Domestic Subsidiary Borrower formed (other than an Excluded Subsidiary) formed, acquired or acquired that otherwise becomes a Material Domestic Subsidiary after the date of this Agreement in accordance with the terms of this Agreement to become, at Lender’s option, become a Guarantor by executing Guarantee Documents or a Borrower Loan Party by executing a joinder Joinder Agreement within thirty (30) days of such event (or such longer period as agreed to this Agreement by the Administrative Agent). In connection therewith, the Administrative Agent shall have received all documentation and any of other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the Related Documentsapplicable “know your customer” rules and regulations, including the USA PATRIOT Act. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Loan Documents and (ii) will grant Liens to Lenderthe Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Subsidiary Loan Party which constitutes Collateral, including any parcel of real property located in the U.S. owned by any Loan Party. The Administrative Agent shall not accept delivery of any mortgage from any Loan Party unless each of the Lenders has received forty-five (45) days prior written notice thereof and Administrative Agent has received confirmation from each Lender that such Lender has completed its flood insurance diligence, has received copies of all flood insurance documentation and has confirmed that flood insurance compliance has been completed as required by the Flood Laws or as otherwise satisfactory to such Lender. The Administrative Agent shall not accept delivery of any joinder to any Loan Document with respect to any Subsidiary of any Loan Party that is not a Loan Party if such Subsidiary qualifies as a “legal entity customer” under the Beneficial Ownership Regulation unless such Subsidiary has delivered a Beneficial Ownership Certification in relation to such Subsidiary and the Administrative Agent has completed its USA PATRIOT Act searches, Sanctions searches and customary individual background checks for such Subsidiary, the results of which shall be satisfactory to Administrative Agent.
(cb) Borrower and each Subsidiary Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries (other than an Excluded Subsidiary of the type described in clause (b), (d) or (e) of the definition thereof) and (ii) 65% (or such greater percentage that, due to a change in applicable law after the date hereof, (1) could not reasonably be expected to cause the undistributed earnings of such Foreign Subsidiary as determined for U.S. federal income tax purposes to be treated as a deemed dividend to such Foreign Subsidiary’s U.S. parent and (2) could not reasonably be expected to cause any material adverse tax consequences) of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary and each Excluded Subsidiary of the type described in clause (d) or (e) of the definition thereof directly owned by the Borrower or any Domestic Subsidiary to be subject at all times to a first priority priority, perfected Lien in favor of Lender the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Related Loan Documents or other security documents as Lender the Administrative Agent shall reasonably request, subject to Dispositions permitted under Section 6.05.
(dc) Without limiting the foregoing, Borrower and any Guarantor each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, Intellectual Property security agreements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law any Loan Document or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the joint in form and several expense of Borrower.
(e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Date (other than assets constituting Collateral hereunder that become subject substance reasonably satisfactory to the Lien in favor of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities Administrative Agent and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense of Borrowerthe Loan Parties.
Appears in 1 contract
Additional Collateral; Further Assurances. A. In the event that any Person becomes a Subsidiary after the date hereof (aor any Foreign Subsidiary becomes a Material Foreign Subsidiary after the date hereof), Borrower will promptly notify Administrative Agent of that fact and (i) At any time cause each such Subsidiary that is either a Domestic Subsidiary or times during Material Foreign Subsidiary to execute and deliver to Administrative Agent a counterpart of the term of this Subsidiary Guaranty, Security Agreement and Master Pledge Agreement, and (ii) in the event that such Person’s Capital Stock is certificated or such Person has Domestic Subsidiaries or direct Foreign Subsidiaries the Capital Stock of which is certificated, Borrower will, and will cause such Subsidiaries to execute and deliver any documents necessary to effectively pledge a First Priority security interest in such Capital Stock in favor of Administrative Agent, including delivering to Administrative Agent such certificates accompanied by stock powers in blank; provided, that upon the request of LenderRequisite Lenders, any Material Foreign Subsidiary shall execute and deliver such security documents, pledge agreements or instruments that the Requisite Lenders deem necessary or advisable, or that the Requisite Lenders may reasonably request, to effectuate the granting of security by such Material Foreign Subsidiary, and to the extent requested by Requisite Lenders, such legal opinions reasonably requested by Requisite Lenders of the type customarily required with respect to the granting of security interests by foreign entities; provided, that to the extent that the taking of any of the foregoing actions with respect to any Material Foreign Subsidiary, including, but not limited to, the pledge of the Capital Stock of such Foreign Subsidiary shall cause material adverse tax consequences to the Borrower or the Borrower and its Subsidiaries taken as a whole, the foregoing actions shall not be required or shall be modified or otherwise limited accordingly.
B. At any time and from time to time, promptly following the Administrative Agent’s or Requisite Lenders’ written request and at the expense of Borrower, will at its joint and several expense promptly and Borrower agrees to duly execute and deliver deliver, and to cause the other Loan Parties to duly execute and deliver, any and all such further financing statements, instruments, endorsements, powers of attorney instruments and other documents, make such filings, provide such notices documents and take such further action as Lender the Administrative Agent or Requisite Lenders may reasonably deem desirable necessary or necessary advisable in order to create, perfect, preserve perfect and protect any security interest Lien granted or purported to be granted hereby pursuant to the Loan Documents or to enable Lender the Administrative Agent, in accordance with the terms of the applicable Loan Documents, to exercise and enforce its rights and remedies under this Agreement the Loan Documents with respect to such Collateral. At any or all time when an Event of Default has occurred and is continuing, promptly upon the request of the CollateralAdministrative Agent or Requisite Lenders, includingassign to the Administrative Agent, without limitationpursuant to an assignment in form and substance satisfactory to the Administrative Agent, the filing right to receive proceeds (for application to the Obligations in accordance with this Agreement) of any financing statementsInterest Rate Agreements, Currency Agreements, Commodities Agreements or Hedge Agreements to which any Loan Party is a party. Notwithstanding the foregoing, the granting of such further assurances or security interest under this subsection 6.7 shall not be required if it would (A) be prohibited by other Contractual Obligations to which any Loan Party is a party, (B) be prohibited by applicable law, or continuation statements(C) result in material adverse tax consequences to the Borrower.
C. To the extent not delivered at Closing (with the consent of Lenders), upon the request of the Administrative Agent, the Borrower shall, and shall cause the other Loan Parties to, execute and deliver to the Administrative Agent, for the benefit of the Lenders and L/C Issuer, within 30 days of any such request or the acquisition or leasing of any Real Property by any Loan Party, a Mortgage upon any such Real Property and such Real Property lease or interest (subject to, with respect to Real Property in existence on or prior to the Closing, any prohibitions and/or required consents under any documentation governing such Real Property or Real Property lease or interest), together with such title insurance policies (mortgagee’s form), certified surveys, appraisals (which meet or exceed the minimum appraisal standards set forth in the Financial Institutions Reform, Recovery and Enforcement Act (12 C.F.R. §4 (1990)), as amended), and local counsel opinions with respect thereto and such other agreements, documents and instruments which the Administrative Agent or Requisite Lenders deem necessary or advisable, the same to be in form and substance reasonably acceptable to the Administrative Agent and to be subject only to (a) Liens permitted under subsection 7.2 and (b) such other Liens as the Administrative Agent and Lenders may reasonably approve, it being understood that the granting of such additional security for the Obligations is a material inducement to the execution and delivery of this Agreement by each Lender; provided, that no Mortgage shall be required with respect to (x) so long as no Event of Default shall have occurred and be continuing, any Real Property not considered material by Administrative Agent or the Requisite Lenders or (y) the Myrtle Beach Lease unless (a) the right of The Boyds Collection – Myrtle Beach, LLC, to terminate the Myrtle Beach Lease pursuant to Section 1.07 thereof shall have tolled, (a) prior to the date applicable in the foregoing clause (b) an Event of Default shall have occurred and be continuing, and Administrative Agent or Requisite Lenders shall have directed Borrower to obtain such a Mortgage, or amendments thereto(c) any construction or other action shall have been taken by any Loan Party affirmatively indicating their intention to use the Myrtle Beach Lease.
D. Borrower shall use its commercially reasonable efforts to obtain and deliver to the Administrative Agent Collateral Access Agreements relating to (i) bailees at which there is, or is reasonably expected to be, for any material time, Collateral valued in form acceptable excess of $100,000, (ii) leases at which there is, or is reasonably expected to Lenderbe, under for any material time, Collateral valued in excess of $100,000, (iii) Real Property mortgaged to a third party (other than the Uniform Commercial Code Administrative Agent pursuant to the requirements of the Loan Documents) at which there is, or is reasonably expected to be, for any material time, Collateral valued in effect in excess of $100,000; and Borrower shall update Schedule 5.5 to reflect any jurisdiction bailees, leaseholds or mortgaged Real Property to which this subsection 6.7D applies; provided, that no Collateral Access Agreement shall be required with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender Myrtle Beach Lease unless (a) the right of The Boyds Collection – Myrtle Beach, LLC, to file any such financing statement without terminate the signature of Borrower Myrtle Beach Lease pursuant to the fullest extent permitted by applicable law. A photocopy of this Agreement Section 1.07 thereof shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrowerhave tolled, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject prior to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed or acquired after the date applicable in the foregoing clause (a) an Event of this Agreement in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any of the Related Documents. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor or Borrower hereunder and thereupon Default shall have all of the rights, benefits, dutiesoccurred and be continuing, and obligations in Administrative Agent or Requisite Lenders shall have directed Borrower to obtain such capacity under the Related Documents and (ii) will grant Liens to Lendera Collateral Access Agreement, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
or (c) Borrower and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents any construction or other security documents as Lender action shall reasonably requesthave been taken by any Loan Party affirmatively indicating their intention to use the Myrtle Beach Lease.
(d) Without limiting the foregoing, Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type, as applicable), which may be required by law or which Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the joint and several expense of Borrower.
(e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Date (other than assets constituting Collateral hereunder that become subject to the Lien in favor of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense of Borrower.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) At Upon the formation or acquisition of any Domestic Subsidiary of the Borrower at any time after the Closing Date, or times during upon any Domestic Subsidiary becoming a Subsidiary at any time after the term Closing Date, the Borrower shall, within 10 Business Days after such formation or acquisition, or within 10 Business Days after such Domestic Subsidiary becomes a Subsidiary, as the case may be:
(A) cause such Subsidiary to become a Borrower under this Agreement by executing and delivering to the Lenders a joinder to this Agreement in form and substance satisfactory to the Administrative Agent and grant a security interest to the Administrative Agent on behalf of this the Secured Parties in all of its assets constituting Collateral under the Security Agreement to secure the Secured Obligations, and (B) take whatever action (including delivering properly completed Uniform Commercial Code financing statements) that may be necessary or advisable in the opinion of the Required Lenders to vest in the Administrative Agent, for the benefit of the Secured Parties, a first priority perfected security interest in the assets of such Domestic Subsidiary purported to be subject to the Security Agreement, upon ;
(ii) (A) cause all of the request Equity Interests in such Domestic Subsidiary to be pledged to the Administrative Agent to secure the Secured Obligations by causing the direct owners of Lender, Borrower, will at its joint and several expense promptly and duly such Equity Interests to execute and deliver any to the Lenders a pledge agreement in the form acceptable to the Administrative Agent, (B) deliver or cause to be delivered to the Administrative Agent all certificates and all undated stock powers duly executed in blank (to the extent the Equity Interests of such further financing statements, instruments, endorsements, powers of attorney Domestic Subsidiary are certificated) and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this documents required by the Pledge Agreement with respect to such Equity Interests and (C) take or cause to be taken such other actions as may be necessary to provide the Administrative Agent with a first priority perfected pledge of and security interest in such Equity Interests;
(iii) if such Domestic Subsidiary owns any or all real property, (A) deliver to the Lenders Mortgages covering such real property, together with each of the Collateral, including, without limitation, other documents of the filing of any financing statements, or continuation statements, or amendments thereto, types referred to in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction Section 3.01(e) with respect to such real property as the liens Required Lenders shall request, including current Mortgage Policies, surveys and real estate appraisals and (B) take all such actions and execute and deliver, or cause to be executed and delivered, all such other documents, instruments, agreements, opinions and certificates with respect to such real property and Mortgages that the Required Lenders shall request to create in favor of the Administrative Agent, for the benefit of Secured Parties, a valid and, subject to any applicable filings and/or recordings, perfected first priority security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any interest in such financing statement without the signature of Borrower real property; and
(iv) deliver to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead Lenders documents of the original types referred to in clause Section 3.01(b) with respect to such Domestic Subsidiary and, if requested by the fullest extent permitted by applicable law. BorrowerRequired Lenders, jointly favorable opinions of counsel (which shall cover, among other things, the legality, validity, binding effect and severally, will enforceability of the documentation referred to in clauses (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; ), (ii), (iii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request(iv) above), all in sufficient detail form, content and in form reasonably scope satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the CollateralRequired Lenders.
(b) Subject to applicable law, In the event that Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any of the Related Documents. Upon execution and delivery thereofits Subsidiaries acquires any real property, each then such Person Credit Party shall (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of as promptly as practicable, provide notice thereof to the rightsAdministrative Agent, benefits, duties, and obligations in such capacity under the Related Documents and (ii) will grant Liens contemporaneously with acquiring such real property, (A) deliver to Lenderthe Lenders a Mortgage covering such real property, (B) deliver to the Lenders such other documents of the types referred to in any Section 3.01(e) with respect to such real property of such Subsidiary which constitutes Collateralas the Required Lenders shall request, including current Mortgage Policies and current surveys acceptable to the Required Lenders by a land surveyor duly registered and licensed in the States in which the property described in such surveys is located and acceptable to the Required Lenders, (C) with respect to any parcel of leased real property, a Collateral Access Agreement in form and substance acceptable to the Required Lenders; and (D) take all such actions and execute and deliver, or cause to be executed and delivered, all such other documents, instruments, agreements, opinions and certificates with respect to such real property owned by that the Required Lenders shall request to create in favor of the Administrative Agent, for the benefit of Secured Parties, a valid and, subject to any applicable filings and/or recordings, perfected first priority security interest in such Subsidiaryreal property.
(c) Borrower and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(d) Without limiting the foregoing, the Borrower and any Guarantor will, and will cause each Subsidiary of its Subsidiaries to, execute and deliver, or cause to be executed and delivered, to Lender the Lenders such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust filings and other documents and such other actions or deliveries of the typetype required by Section 3.01, as applicable), which may be required by law or which Lender the Required Lenders may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Credit Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the joint and several expense of Borrowerthe Credit Parties.
(e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Date (other than assets constituting Collateral hereunder that become subject to the Lien in favor of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense of Borrower.
Appears in 1 contract
Sources: Credit Agreement (Advanced Environmental Recycling Technologies Inc)
Additional Collateral; Further Assurances. (i) With respect to any Property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Obligor (other than any property described in paragraph (ii) or (iii) below) as to which the Lender does not have a perfected Lien, promptly (and in any event within five (5) Business Days, or such longer period as the Lender may agree)
(i) execute and deliver to the Lender such amendments or supplements to the Security Agreement or such other Security Documents as the Lender reasonably deems necessary or advisable to grant to the Lender a security interest in such property and (ii) take all actions necessary or advisable to grant to the Lender a perfected first priority Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Lender.
(ii) With respect to any fee interest in any Real Estate acquired after the Closing Date by any Obligor, within 30 days of such acquisition (i) execute and deliver a first priority Mortgage in favor of the Lender, covering such Real Estate, (ii) if reasonably requested by the Lender, provide the Lender with the Related Real Estate Documents and (iii) if reasonably requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender.
(iii) With respect to any new Subsidiary created or acquired after the Closing Date by any Obligor, within 10 days of such creation or acquisition (i) execute and deliver to the Lender such amendments to the Security Agreement and Guaranty Agreement as the Lender reasonably deems necessary or advisable to grant to the Lender a perfected first priority Lien in Equity Interests of such new Subsidiary that is owned by any Obligors, (ii) deliver to the Lender 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 Equity Interest, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Obligor and (iii) cause such new Subsidiary (a) At any time or times during to become a party to the term of this Security Agreement and a Guaranty Agreement, upon (b) to take such actions necessary or advisable to grant to the request Lender a perfected first priority Lien in the Collateral described in the Security Agreement, with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Lender and (c) to deliver to the Lender a certificate of such Subsidiary, in a form reasonably satisfactory to the Lender, Borrowerwith appropriate resolutions, will incumbency and such Subsidiary’s Governing Documents.
(iv) If reasonably requested by the Lender, each Obligor shall use commercially reasonable efforts (which shall not require any Obligor to agree to any modification to any lease or to payment of any fees other than the landlord’s legal or out-of- pocket costs in connection with negotiating the landlord’s agreement or bailee letter) to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral with a book value in excess of $50,000 is stored or located in the United States, 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 its joint that location, and several expense promptly shall otherwise be reasonably satisfactory in form and duly substance to the Lender.
(v) Subject to the limitations on perfection set forth herein and in the other Loan Documents, execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices instruments and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine perfect, protect, ensure the priority of or continue the security interests of Lender in Lender’s first priority Lien on the Collateral or to determine effect the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed or acquired after the date purposes of this Agreement in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any of the Related Documents. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Documents and (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such SubsidiaryAgreement.
(c) Borrower and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(d) Without limiting the foregoing, Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type, as applicable), which may be required by law or which Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the joint and several expense of Borrower.
(e) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Date (other than assets constituting Collateral hereunder that become subject to the Lien in favor of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense of Borrower.
Appears in 1 contract
Sources: Senior Secured Credit Agreement
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, Loan Party will cause each Restricted Subsidiary Borrower that is formed or acquired after the date of this Agreement (and is not an Excluded Subsidiary), that becomes a Restricted Subsidiary after the date hereof (and is not an Excluded Subsidiary) or that ceases to be an Excluded Subsidiary after the date hereof in accordance with the terms of this Agreement within sixty (60) days (in each case, as such time may be extended in the Administrative Agent’s sole discretion) to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any of the Related Documents. Upon execution and delivery thereof, each such Person (i) shall automatically become a Guarantor or Borrower hereunder pursuant to a Joinder Agreement and thereupon shall have take all of the rights, benefits, duties, and obligations in such capacity under the Related Documents and further actions (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.92 12572717
(cb) Borrower The Loan Parties will execute any and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(d) Without limiting the foregoing, Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender such further documents, agreements and instruments, and will take or cause to be taken all such further actions (including authorizing the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type, as applicable), documents) which may be required by law any Requirement of Law or which Lender the Administrative Agent may, from time to time, reasonably request request, to carry out cause the terms Collateral and conditions of this Agreement and the Related Documents and to ensure perfection and priority of the Liens created or intended Guaranty Requirement to be created by the Collateral Documents, and remain satisfied at all at the joint and several expense of Borrowertimes.
(ec) If Upon the acquisition by any material assets (including of the Loan Parties or any real property of their Subsidiaries after the date hereof of any interest in any Material Real Property, such Loan Party or Subsidiary, as applicable, shall immediately so notify the Administrative Agent, setting forth with specificity a description of the interest acquired, the location of the Material Real Property, any structures or improvements thereto thereon and either an appraisal or such Loan Party's or Subsidiary's good-faith estimate of the current value of such Material Real Property. The Administrative Agent shall notify such Loan Party or Subsidiary, as applicable, whether it intends to require a Mortgage (and any interest thereinother Real Property Deliverables) are acquired by Borrower with respect to such Material Real Property. Upon receipt of such notice requesting a Mortgage (and any other Real Property Deliverables) such Loan Party or Subsidiary, as applicable, shall promptly and in any Subsidiary event within sixty (60) days after the Closing Date acquisition of such Material Real Property (other than assets constituting Collateral hereunder that become subject to or such later time as the Lien Administrative Agent may agree in favor of Lender upon acquisition thereofits sole discretion), Borrower will notify Lenderdeliver one or more Mortgages creating a perfected, andfirst priority Lien (in terms of priority, if requested subject only to Permitted Specified Liens) on such Material Real Property and such other Real Property Deliverables as may be required by Lenderthe Administrative Agent with respect to such Material Real Property. The Borrowers shall pay all fees and expenses, Borrower will cause such assets to be subjected to a Lien securing the Liabilities including, without limitation, reasonable attorneys' fees and will takeexpenses, and cause such Subsidiary to takeall title insurance charges and premiums, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in connection with each Loan Party's obligations under this Section, all at the expense of BorrowerSection 5.14(c).
Appears in 1 contract
Additional Collateral; Further Assurances. (a) At Within sixty (60) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after any time or times during wholly-owned Subsidiary qualifies as a Material Domestic Subsidiary pursuant to the term definition of this Agreement“Material Domestic Subsidiary”, upon the request Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of Lender, Borrower, will at its joint such Person and several expense promptly shall cause each such Subsidiary to deliver to the Administrative Agent a Joinder Agreement and duly execute and deliver any and all a joinder to the Security Agreement (in the form contemplated thereby) pursuant to which such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported Subsidiary agrees to be granted hereby or bound by the terms and provisions hereof and thereof, such delivery to enable Lender to exercise be accompanied by requisite resolutions, other organizational documentation and enforce its rights legal opinions as may be reasonably requested by, and remedies under this Agreement with respect to any or all of the Collateral, including, without limitationin form and substance reasonably satisfactory to, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable Administrative Agent and its counsel. Notwithstanding anything to Lender, under the Uniform Commercial Code in effect contrary in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. BorrowerLoan Document, jointly and severally, will (i) pay no Excluded Domestic Subsidiary or reimburse Lender for all filing fees Excluded Foreign Subsidiary shall be required to be a Loan Party and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the no Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender constituting fee-owned real property located in the Collateral State of New York shall secure any Commitments, Revolving Loans or to determine the existence or priority of other secured parties with respect to the CollateralRevolving Exposure.
(b) Subject the terms, limitations and exceptions set forth in the applicable Collateral Documents and this Section 5.14(b), each Loan Party will cause all of its owned property (whether real, personal, tangible, intangible, or mixed but excluding Excluded Assets and any real property that is not Material Real Property) to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed or acquired after be subject at all times to perfected Liens in favor of the date Administrative Agent for the benefit of this Agreement the Secured Parties to secure the Secured Obligations in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any conditions of the Related Collateral Documents on a first priority basis, subject in any case to Liens permitted by Section 6.02. Without limiting the generality of the foregoing, and subject to the terms, limitations and exceptions set forth in the applicable Collateral Documents. Upon execution and delivery thereof, each such Person the Company (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Documents and (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(c) Borrower and each Subsidiary will cause 100% the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each of its Subsidiaries Pledge Subsidiary directly owned by the Company or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of Lender pursuant the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Related Collateral Documents or such other pledge and security documents as Lender the Administrative Agent shall reasonably requestrequest and (ii) will deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the Company or such Loan Party to the extent, and within such time period as is, reasonably required by the Administrative Agent. Notwithstanding anything to the contrary in this Section 5.14, (i) no such Mortgage or Mortgage Instruments are required to be delivered hereunder until the date that is ninety (90) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after (A) the Effective Date, with respect to Material Real Property owned by the Company or any other Loan Party on the Effective Date or (B) the date of acquisition thereof, with respect to Material Real Property acquired by the Company or any other Loan Party after the Effective Date and (ii) no foreign pledge documentation in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a Material Foreign Subsidiary shall be required hereunder (A) until the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, (B) to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements, and (C) to the extent the Company reasonably determines in its good faith judgment that such pledge would result in a material adverse tax consequence to the Company or any Subsidiary.
(c) If, at any time after the Effective Date any Subsidiary of the Company that is not a Loan Party shall become party to a guaranty of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on any assets to secure, the Term LoanLoans/Notes Obligations, any Subordinated Indebtedness or any other Material Indebtedness of a Loan Party, the Company shall promptly notify the Administrative Agent thereof and, within ten (10) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) and (b) (but without giving effect to the 30-day grace periods provided therein).
(d) Without limiting the foregoing, Borrower and any Guarantor each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, subject to the terms, limitations, and exceptions set forth herein or in any Collateral Document, all at the joint and several expense of Borrowerthe Loan Parties, in each case to the extent required by, and subject to the limitations and exceptions of, this Agreement and the other Loan Documents.
(e) If any material assets (including any real property other than Excluded Assets or improvements thereto or any interest thereinother assets not required to be Collateral) are acquired by Borrower or any Subsidiary Loan Party after the Closing Effective Date (other than assets constituting Collateral hereunder under the applicable Collateral Documents that become subject to the Lien granted by the Loan Parties in favor of Lender the Administrative Agent in support of all of the Secured Obligations upon acquisition thereof), the Borrower Representative will promptly (i) notify Lender, the Administrative Agent thereof and, if requested by Lenderthe Administrative Agent or the Required Lenders, Borrower will cause such assets to be subjected to a Lien securing the Liabilities Secured Obligations and will take, and cause such Subsidiary to take, (ii) take such actions as shall be necessary or reasonably requested by Lender the Administrative Agent to grant and perfect such Liens, including actions described in subject to clause (f) of this Section, all at the expense of Borrowerthe Loan Parties, subject, however, to the terms, limitations and exceptions set forth herein or in any Collateral Document; provided that with respect to any Material Real Property acquired by the Company or any other Loan Party after the Effective Date (including in connection with a Permitted Acquisition), which property would not be automatically subject to any other Lien pursuant to an existing Collateral Document, no Mortgage or Mortgage Instrument shall be required to be delivered hereunder prior to the date that is one hundred twenty (120) days after the acquisition thereof as determined by the Borrower Representative (acting reasonably in good faith) (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion).
(f) Notwithstanding the foregoing, the parties hereto acknowledge and agree that (i) in circumstances where the Administrative Agent reasonably determines that the cost or effort of obtaining or perfecting a security interest in any asset that constitutes Collateral is excessive in relation to the benefit afforded to the Secured Parties thereby, the Administrative Agent may exclude such Collateral from the creation and perfection requirements set forth in this Agreement and the other Loan Documents and (ii) the Administrative Agent may grant extensions of time for the creation or perfection of Liens in particular property (including extensions of time beyond the Effective Date) where it determines that such creation or perfection cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or any other Loan Document.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) At As promptly as possible but in any time event within thirty (30) days (or times during such later date as may be agreed upon by the term Lender) after any Person becomes a Subsidiary (other than an Excluded Subsidiary) or any Subsidiary ceases to be an Excluded Subsidiary, the Borrower shall (i) provide the Lender with written notice thereof setting forth information in reasonable detail describing the material assets of this Agreement, upon the request of Lender, Borrower, will at its joint such Person and several expense promptly and duly (ii) cause each such Subsidiary to execute and deliver to the Lender a Joinder Agreement and a joinder to the U.S. Security Agreement or any and all other applicable Collateral Documents (in the applicable form(s) contemplated thereby) as requested by the Lender pursuant to which such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported Subsidiary agrees to be granted hereby or to enable Lender to exercise bound by the terms and enforce its rights provisions thereof, which shall be accompanied by appropriate organizational resolutions, other organizational documentation and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, legal opinions in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form substance reasonably satisfactory to Lender; the Lender and (iii) reimburse its counsel. In connection therewith, the Lender for performing or ordering shall have received all searches Lender reasonably deems necessary or desirable to establish documentation and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower information regarding such newly formed or acquired after the date of this Agreement in accordance Subsidiaries as may be required to comply with the terms applicable “know your customer” rules and regulations, including the USA PATRIOT Act and the Proceeds of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any of the Related DocumentsCrime Act. Upon execution and delivery thereof, each Each such Person delivering a Joinder Agreement (ix) shall automatically become a Subsidiary Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Loan Documents and (iiy) will grant Liens to the Lender, for the benefit of the Lender, in any property of such Subsidiary Loan Party which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(cb) Borrower Each Loan Party will cause, and will cause each Subsidiary other Loan Party to cause, all of its owned property (whether real, personal, tangible, intangible, or mixed, but excluding Excluded Property) to be subject at all times to first priority, perfected Liens in favor of the Lender to secure the Secured Obligations in accordance with the terms and conditions of the applicable Collateral Documents, subject in any case to Liens permitted by Section 6.02 to the extent any such Permitted Encumbrances would have priority over the Liens in favor of the Lender pursuant to any applicable law. Without limiting the generality of the foregoing, each Loan Party will cause 100% of the issued and outstanding Equity Interests of each of its direct Subsidiaries (other than Excluded Property) to be subject at all times to a first priority priority, perfected Lien in favor of the Lender pursuant to secure the Secured Obligations in accordance with the terms and conditions of the Related applicable Collateral Documents or other pledge or security documents as the Lender shall reasonably request.
(dc) Without limiting the foregoing, Borrower and any Guarantor each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Lender such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which the Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the applicable Collateral Documents, all in form and substance reasonably satisfactory to the Lender and all at the joint and several expense of Borrowerthe Loan Parties.
(ed) If any material assets (including any real property or improvements thereto or any interest thereintherein but excluding Excluded Property) are acquired by Borrower or any Subsidiary Loan Party after the Closing Effective Date (other than assets constituting Collateral hereunder that become subject to the Lien in favor of Lender under the applicable Collateral Documents upon acquisition thereof), the Borrower will (i) notify Lender, the Lender and, if requested by the Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities Secured Obligations and will (ii) take, and cause such Subsidiary each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by the Lender to grant and perfect such Liens, including actions described in paragraphs (b) and (c) of this Section, all at the expense of Borrowerthe Loan Parties.
(e) Notwithstanding anything in this Agreement or the other Loan Documents to the contrary, the Lender may (but shall not be obligated to) determine in its sole and reasonable discretion that (A) the cost to the Loan Parties of granting and/or perfecting any Lien is disproportionate to the benefit to be realized by the Lender by perfecting a Lien in a given asset or group of assets included in the Collateral or (B) a Foreign Subsidiary (other than a Canadian Subsidiary) shall not be required to become a Loan Party and/or provide Collateral and/or have its Equity Interests pledged as Collateral, in each case, if, in the reasonable credit judgment of the Lender, doing so would result in a violation of applicable law or such Subsidiary would not otherwise provide customary credit support to the Secured Obligations substantially similar to that provided by Loan Parties organized under the laws of the United States of America or Canada, which determination may be based upon (I) the amount and enforceability of, and any limitations applicable to, the Guarantee that would be provided by the relevant Person, (II) the value (including after giving consideration to the extent of perfection and/or priority of Liens on such Collateral) and enforceability of, and any limitations applicable to, any security interest that may be granted with respect to any Collateral of the relevant Person and (III) any political risk, applicable law or duties (fiduciary, trustee or otherwise) associated with the relevant jurisdiction, and, in each such case, the Lender shall be permitted to waive any requirement related thereto that is required under the Loan Documents.
Appears in 1 contract
Sources: Credit Agreement (Perma-Pipe International Holdings, Inc.)
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable lawRequirements of Law, each Borrower and each Subsidiary shall, unless Lender otherwise consents, shall cause each Subsidiary Borrower of its domestic Significant Subsidiaries formed or acquired after the date of this Agreement in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or become a Borrower by executing a joinder to this the Joinder Agreement and any of set forth as Exhibit E hereto (the Related Documents“Joinder Agreement”). Upon execution and delivery thereofof a Joinder Agreement, each such Person (i) shall automatically become a Guarantor or Borrower and hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Loan Documents and (ii) will grant Liens to Lender, the Administrative Agent (for the benefit of the Secured Holders) in any property of such Subsidiary Borrower which constitutes Collateral. Notwithstanding the foregoing, including if a Subsidiary is acquired through a Permitted Acquisition such Subsidiary shall not be required to become a Borrower under this Agreement so long as the Company delivers notice to the Administrative Agent prior to the Permitted Acquisition that such acquired Subsidiary would not become a Borrower under this Agreement; provided, that each Subsidiary so acquired that does not become a Borrower shall not be included in the calculation of the Fixed Charge Coverage Ratio for any parcel of real property owned by any period if such Subsidiary, together with all other Subsidiaries that are not Borrowers, account for greater than 15% of the consolidated EBITDA of the Company and its Subsidiaries for such period.
(c) Borrower and each Subsidiary will cause 100% of the issued and outstanding Equity Interests of each of its Subsidiaries to be subject at all times to a first priority perfected Lien in favor of Lender pursuant to the terms and conditions of the Related Documents or other security documents as Lender shall reasonably request.
(db) Without limiting the foregoing, each Borrower and any Guarantor will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust ) and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the joint and several expense of Borrowerthe Borrowers.
(ec) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary Within 30 days after the Closing Date (other than assets constituting Collateral hereunder Effective Date, the Administrative Agent shall have received Deposit Account Control Agreements and Lock Box Agreements to the extent required by Section 4.10 of the Security Agreement with respect to any such Deposit Account or Lock Box that become is not subject to a Deposit Account Control Agreement or Lock Box Agreement, as applicable, as of the Lien in favor of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense of BorrowerEffective Date.
Appears in 1 contract
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Each Borrower and each Subsidiary shall, unless Lender otherwise consents, that is a Loan Party will cause each Subsidiary Borrower of its Domestic Subsidiaries that is not a FSHCO formed or acquired after the date of this Agreement in accordance with the terms of this Agreement Effective Date and any Excluded Subsidiary at such time that it no longer constitutes an Excluded Subsidiary to become, at Lender’s option, become a Guarantor by executing Guarantee Documents or a Borrower Loan Party by executing a joinder Joinder Agreement within thirty (30) days (or such later date as may from time to this Agreement and any time be approved by the Administrative Agent in its reasonable discretion, but in no event later than the date such Domestic Subsidiary becomes an issuer or guarantor under or in respect of the Related DocumentsTerm Loan Agreement) of such formation, acquisition or disqualification as an Excluded Subsidiary (to the extent such Domestic Subsidiary remains in existence as of such thirtieth day), such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Loan Documents and (ii) will grant Liens to Lenderthe Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Subsidiary Loan Party which constitutes Collateral, including any parcel of real property owned by any such SubsidiaryLoan Party (other than Excluded Assets). Nothing in this Section 5.14 shall be construed as a consent to form or acquire any Subsidiary after the Effective Date that is not otherwise expressly permitted herein. Notwithstanding anything herein to the contrary, no Foreign Subsidiary of any Loan Party and no FSHCO shall be required to become a Loan Party.
(cb) Without limiting the generality of the foregoing, each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding non-voting Equity Interests and (ii) the Applicable Pledge Percentage of the issued and outstanding voting Equity Interests of each of its Subsidiaries Pledge Subsidiary to be subject at all times to a first priority priority, perfected Lien in favor of Lender pursuant the Administrative Agent for the benefit of the Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Related Collateral Documents or such other security documents as Lender the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(dc) Without limiting the foregoing, Borrower and any Guarantor each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the joint and several expense of Borrowerthe Loan Parties.
(ed) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary Loan Party after the Closing Effective Date (other than Excluded Assets or assets constituting Collateral hereunder under the Security Agreement that become subject to the Lien in favor of Lender under the Security Agreement upon the acquisition thereof), the Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities and Representative will take, and cause such each Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by Lender the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of Borrowerthe Loan Parties.
(e) If, at any time after the Effective Date any Subsidiary of Holdings that is not a Loan Party shall become party to a guaranty of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on any assets (other than Excluded Assets) to secure, the Term Loan Obligations, any Subordinated Indebtedness or any other Material Indebtedness of Holdings or a Domestic Subsidiary, the Borrower Representative shall promptly notify the Administrative Agent thereof and, within ten (10) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) and (b) (but without giving effect to the 30- day grace periods provided therein).
(f) Notwithstanding anything to the contrary in this Agreement or any other Loan Document,
Appears in 1 contract
Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable lawRequirements of Law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed within 30 days (or acquired such later period as the Administrative Agent may agree in its reasonable discretion) after the date time that any Person becomes a Material Domestic Subsidiary of this Agreement in accordance with the terms Company as a result of this Agreement to becomethe creation of such Subsidiary, at Lender’s option, a Guarantor by executing Guarantee Documents the growth of such Subsidiary or a Borrower Permitted Acquisition or otherwise, each Loan Party will cause such Material Domestic Subsidiary (other than a Material Domestic Subsidiary of the Company that is not Wholly Owned) to become a Loan Party by executing a joinder to this Agreement and any of the Related DocumentsJoinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Documents and Loan Documents, (ii) will grant Liens to Lenderthe Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property or assets of such Subsidiary Loan Party of the type which constitutes Collateral, including any parcel in accordance with the requirements of real the Collateral Documents, pursuant to joinder agreements to the applicable Collateral Documents in such form reasonably deemed appropriate by the Administrative Agent and (iii) shall execute and deliver to the Administrative Agent legal opinions (consistent in scope and substance as such legal opinions delivered on the Effective Date) and related documents as the Administrative Agent may reasonably request with respect to such property owned by any such Subsidiaryand assets.
(cii) Borrower and Subject to applicable Requirements of Law, within 30 days (or such later period as the Administrative Agent may agree in its reasonable discretion) after the time that any UK Subsidiary has tangible or intangible personal or real property with a fair market value in excess of $2,500,000 (other than the Equity Interests described on Schedule 3.15) as a result of the creation of such Subsidiary, the growth of such Subsidiary or a Permitted Acquisition or otherwise, each Subsidiary Loan Party will cause such UK Subsidiary (other than a UK Subsidiary that is not Wholly Owned) to become a Loan Party by executing a Joinder Agreement. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents, (ii) will grant Liens to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property or assets of such Loan Party of the type which constitutes Collateral, in accordance with the requirements of the Collateral Documents, pursuant to joinder agreements to the applicable Collateral Documents in such form reasonably deemed appropriate by the Administrative Agent and (iii) shall execute and deliver to the Administrative Agent legal opinions (consistent in scope and substance as such legal opinions delivered on the Effective Date) and related documents as the Administrative Agent may reasonably request with respect to such property and assets.
(b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of (x) each of its Domestic Subsidiaries and (y) each Initial Subsidiary Guarantor that is a Foreign Subsidiary and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each Foreign Subsidiary (other than any Initial Subsidiary Guarantor that is a Foreign Subsidiary) directly owned by Loan Party to be subject at all times to a first priority priority, perfected Lien in favor of Lender the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties, pursuant Credit Agreement (Orthofix), Page 68 to the terms and conditions of the Related Loan Documents or other security documents Collateral Documents as Lender the Administrative Agent shall reasonably request.
(dc) Without limiting the foregoing, Borrower and any Guarantor each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust filings and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law any applicable Requirement of Law in the U.S., England or Wales or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the joint and several expense of Borrowerthe Loan Parties (unless such action is excluded by the other terms of this Agreement and/or any of the Collateral Documents, as applicable).
(ed) If any material assets (including any real property or improvements thereto or any interest therein) with a fair market value in excess of $2,500,000 are acquired by Borrower or any Subsidiary Loan Party after the Closing Effective Date (other than (x) assets constituting Collateral hereunder under any Collateral Document that become subject to the Lien in favor of Lender under such Collateral Document upon acquisition thereofthereof and (y) Excluded Assets), the Borrower Representative will (i) notify Lenderthe Administrative Agent thereof, and, if reasonably requested by Lenderthe Administrative Agent or the Required Lenders, Borrower will cause such assets to be subjected to a Lien securing the Liabilities Secured Obligations and will (ii) take, and cause such Subsidiary each applicable Loan Party to take, such actions as shall be necessary or reasonably requested by Lender the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of Borrowerthe Loan Parties.
(e) Notwithstanding anything to the contrary set forth herein or in any of the other Loan Documents, no Loan Party shall be required (i) to enter into any Collateral Document governed by the laws of a jurisdiction other than the U.S. and England and Wales, (ii) create any Lien in any jurisdiction other than the U.S., Curacao, and England and Wales or (iii) perfect any Lien in any jurisdiction other than the U.S., and England and Wales.
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Additional Collateral; Further Assurances. (a) At any time or times during the term of this Agreement, upon the request of Lender, Borrower, will at its joint and several expense promptly and duly execute and deliver any and all such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies under this Agreement with respect to any or all of the Collateral, including, without limitation, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable to Lender, under the Uniform Commercial Code in effect in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. Borrower, jointly and severally, will (i) pay or reimburse Lender for all filing fees and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender in the Collateral or to determine the existence or priority of other secured parties with respect to the Collateral.
(b) Subject to applicable law, Each Borrower and each Subsidiary shall, unless Lender otherwise consents, that is a Loan Party will cause each Subsidiary Borrower of its Domestic Subsidiaries that is not a FSHCO formed or acquired after the date of this Agreement in accordance with the terms of this Agreement Effective Date and any Excluded Subsidiary at such time that it no longer constitutes an Excluded Subsidiary to become, at Lender’s option, become a Guarantor by executing Guarantee Documents or a Borrower Loan Party by executing a joinder Joinder Agreement within thirty (30) days (or such later date as may from time to this Agreement and any time be approved by the Administrative Agent in its reasonable discretion, but in no event later than the date such Domestic Subsidiary becomes an issuer or guarantor under or in respect of the Related DocumentsTerm Loan Agreement) of such formation, acquisition or disqualification as an Excluded Subsidiary (to the extent such Domestic Subsidiary remains in existence as of such thirtieth day), such Joinder Agreement to be accompanied by appropriate corporate resolutions, other corporate organizational and authorization documentation and legal opinions in form and substance reasonably satisfactory to the Administrative Agent. Upon execution and delivery thereof, each such Person (i) shall automatically become a Loan Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Loan Documents and (ii) will grant Liens to Lenderthe Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, in any property of such Subsidiary Loan Party which constitutes Collateral, including any parcel of real property owned by any such SubsidiaryLoan Party (other than Excluded Assets). Nothing in this Section 5.14 shall be construed as a consent to form or acquire any Subsidiary after the Effective Date that is not otherwise expressly permitted herein. Notwithstanding anything herein to the contrary, no Foreign Subsidiary of any Loan Party and no FSHCO shall be required to become a Loan Party.
(cb) Without limiting the generality of the foregoing, each Borrower and each Subsidiary that is a Loan Party will cause (i) 100% of the issued and outstanding non-voting Equity Interests and (ii) the Applicable Pledge Percentage of the issued and outstanding voting Equity Interests of each of its Subsidiaries Pledge Subsidiary to be subject at all times to a first priority priority, perfected Lien in favor of Lender pursuant the Administrative Agent for the benefit of the Secured Parties, to secure the Secured Obligations in accordance with the terms and conditions of the Related Collateral Documents or such other security documents as Lender the Administrative Agent shall reasonably request. Notwithstanding the foregoing, no such pledge agreement in respect of the Equity Interests of a Foreign Subsidiary shall be required hereunder to the extent the Administrative Agent or its counsel determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(dc) Without limiting the foregoing, Borrower and any Guarantor each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to Lender the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of trust statements and other documents and such other actions or deliveries of the typetype required by Section 4.01, as applicable), which may be required by law any Requirement of Law or which Lender the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related other Loan Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the joint and several expense of Borrowerthe Loan Parties.
(ed) If any material assets (including any real property or improvements thereto or any interest therein) are acquired by Borrower or any Subsidiary Loan Party after the Closing Effective Date (other than Excluded Assets or assets constituting Collateral hereunder under the Security Agreement that become subject to the Lien in favor of Lender under the Security Agreement upon the acquisition thereof), the Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities and Representative will take, and cause such each Subsidiary that is a Loan Party to take, such actions as shall be necessary or reasonably requested by Lender the Administrative Agent to grant and perfect such Liens, including actions described in paragraph (c) of this Section, all at the expense of Borrowerthe Loan Parties.
(e) If, at any time after the Effective Date any Subsidiary of Holdings that is not a Loan Party shall become party to a guaranty of, or ▇▇▇▇▇ ▇ ▇▇▇▇ on any assets (other than Excluded Assets) to secure, the Term Loan Obligations, any Subordinated Indebtedness or any other Material Indebtedness of Holdings or a Domestic Subsidiary, the Borrower Representative shall promptly notify the Administrative Agent thereof and, within ten (10) days thereof (or such later date as may be agreed upon by the Administrative Agent) cause such Subsidiary to comply with Section 5.14(a) and (b) (but without giving effect to the 30-day grace periods provided therein).
(f) Notwithstanding anything to the contrary in this Agreement or any other Loan Document, (x) the Administrative Agent may grant extensions of time for, or waive the requirements to obtain, the creation or perfection of security interests in, or the obtaining of title insurance and surveys with respect to, particular assets (including extensions beyond the Effective Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrowers, that the cost, burden or consequence (including adverse Tax consequences) thereof is excessive in relation to the practical benefit afforded to the Secured Parties thereby; and (y) Liens required to be granted from time to time pursuant to the Collateral Documents shall be subject to exceptions and limitations set forth in the Collateral Documents and, to the extent appropriate in the applicable jurisdictions, as otherwise agreed between the Administrative Agent and the Borrowers.
(g) Within thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion), the Loan Parties shall deliver to the Administrative Agent certificates of insurance listing the Administrative Agent as (x) lender loss payee for the property casualty insurance policies of the Loan Parties, together with long-form lender loss payable endorsements, as appropriate and (y) additional insured with respect to the liability insurance of the Loan Parties, together with additional insured endorsements. Notwithstanding anything to the contrary herein or in any Loan Documents, such certificates of insurance and endorsements shall not be required to be delivered until the date that is thirty (30) days following the Effective Date (or such later date as the Administrative Agent agrees to in its sole discretion).
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Additional Collateral; Further Assurances. (a) At Within sixty (60) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after any time or times during wholly-owned Subsidiary qualifies as a Material Domestic Subsidiary pursuant to the term definition of this Agreement“Material Domestic Subsidiary”, upon the request Company shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing the material assets of Lender, Borrower, will at its joint such Person and several expense promptly shall cause each such Subsidiary to deliver to the Administrative Agent a Joinder Agreement and duly execute and deliver any and all a joinder to the Security Agreement (in the form contemplated thereby) pursuant to which such further financing statements, instruments, endorsements, powers of attorney and other documents, make such filings, provide such notices and take such further action as Lender may reasonably deem desirable or necessary in order to create, perfect, preserve and protect any security interest granted or purported Subsidiary agrees to be granted hereby or bound by the terms and provisions hereof and thereof, such delivery to enable Lender to exercise be accompanied by requisite resolutions, other organizational documentation and enforce its rights legal opinions as may be reasonably requested by, and remedies under this Agreement with respect to any or all of the Collateral, including, without limitationin form and substance reasonably satisfactory to, the filing of any financing statements, or continuation statements, or amendments thereto, in form acceptable Administrative Agent and its counsel. Notwithstanding anything to Lender, under the Uniform Commercial Code in effect contrary in any jurisdiction with respect to the liens and security interests granted under this Agreement. Borrower also hereby authorizes Lender to file any such financing statement without the signature of Borrower to the fullest extent permitted by applicable law. A photocopy of this Agreement shall be sufficient as a financing statement and may be filed instead of the original to the fullest extent permitted by applicable law. BorrowerLoan Document, jointly and severally, will (i) pay no Excluded Domestic Subsidiary or reimburse Lender for all filing fees Excluded Foreign Subsidiary shall be required to be a Loan Party and related filing costs and expenses; (ii) provide Lender from time to time with statements and schedules further identifying and describing the no Collateral and any other reports in connection with the Collateral as Lender may reasonably request, all in sufficient detail and in form reasonably satisfactory to Lender; and (iii) reimburse Lender for performing or ordering all searches Lender reasonably deems necessary or desirable to establish and determine the priority of the security interests of Lender constituting fee-owned real property located in the Collateral State of New York shall secure any Commitments, Revolving Loans or to determine the existence or priority of other secured parties with respect to the CollateralRevolving Exposure.
(b) Subject the terms, limitations and exceptions set forth in the applicable Collateral Documents and this Section 5.14(b), each Loan Party will cause all of its owned property (whether real, personal, tangible, intangible, or mixed but excluding Excluded Assets and any real property that is not Material Real Property) to applicable law, Borrower and each Subsidiary shall, unless Lender otherwise consents, cause each Subsidiary Borrower formed or acquired after be subject at all times to perfected Liens in favor of the date Administrative Agent for the benefit of this Agreement the Secured Parties to secure the Secured Obligations in accordance with the terms of this Agreement to become, at Lender’s option, a Guarantor by executing Guarantee Documents or a Borrower by executing a joinder to this Agreement and any conditions of the Related Collateral Documents on a first priority basis, subject in any case to Liens permitted by Section 6.
02. Without limiting the generality of the foregoing, and subject to the terms, limitations and exceptions set forth in the applicable Collateral Documents. Upon execution and delivery thereof, each such Person the Company (i) shall automatically become a Guarantor or Borrower hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Related Documents and (ii) will grant Liens to Lender, in any property of such Subsidiary which constitutes Collateral, including any parcel of real property owned by any such Subsidiary.
(c) Borrower and each Subsidiary will cause 100% the Applicable Pledge Percentage of the issued and outstanding Equity Interests of each of its Subsidiaries Pledge Subsidiary directly owned by the Company or any other Loan Party (other than Excluded Assets) to be subject at all times to a first priority perfected (subject in any case to Liens permitted by Section 6.02) Lien in favor of Lender pursuant the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of the Related Collateral Documents or such other pledge and security documents as Lender the Administrative Agent shall reasonably request.
request and (dii) Without limiting will deliver Mortgages and Mortgage Instruments with respect to Material Real Property owned by the foregoing, Borrower and any Guarantor willCompany or such Loan Party to the extent, and will cause each Subsidiary towithin such time period as is, execute and deliverreasonably required by the Administrative Agent. Notwithstanding anything to the contrary in this Section 5.14, (i) no such Mortgage or cause Mortgage Instruments are required to be executed delivered hereunder until the date that is ninety (90) days (or such later date as may be agreed upon by the Administrative Agent in its reasonable discretion) after (A) the Effective Date, with respect to Material Real Property owned by the Company or any other Loan Party on the Effective Date or (B) the date of acquisition thereof, with respect to Material Real Property acquired by the Company or any other Loan Party after the Effective Date and delivered(ii) no foreign pledge documentation in respect of the pledge of Equity Interests of a Pledge Subsidiary that is a Material Foreign Subsidiary shall be required hereunder (A) until the date that is ninety (90) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, (B) to Lender the extent the Administrative Agent or its counsel determines that such documentspledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, agreements binding and instrumentsenforceable pledge agreements, and will take or cause (C) to be taken the extent the Company reasonably determines in its good faith judgment that such further actions (including pledge would result in a material adverse tax consequence to the filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such other actions or deliveries of the type, as applicable), which may be required by law or which Lender may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the Related Documents and to ensure perfection and priority of the Liens created or intended to be created by the Collateral Documents, all at the joint and several expense of Borrower.
(e) If any material assets (including any real property or improvements thereto Company or any interest therein) are acquired by Borrower or any Subsidiary after the Closing Date (other than assets constituting Collateral hereunder that become subject to the Lien in favor of Lender upon acquisition thereof), Borrower will notify Lender, and, if requested by Lender, Borrower will cause such assets to be subjected to a Lien securing the Liabilities and will take, and cause such Subsidiary to take, such actions as shall be necessary or reasonably requested by Lender to grant and perfect such Liens, including actions described in this Section, all at the expense of BorrowerSubsidiary.
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