Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary. (b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 6 contracts
Sources: Credit Agreement (L 3 Communications Corp), Credit Agreement (L 3 Communications Corp), Credit Agreement (L 3 Communications Corp)
Additional Collateral. (a) With respect to any Capital Stock new Subsidiary (other than any type of any newly Subsidiary referred to in the following parenthetical so long as it qualifies as such or is subject to the restrictions referred to therein) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that is intended any Non-Recourse Subsidiary, Shell Subsidiary, Excluded Acquired Subsidiary or Regulated Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be subject required to the Lien created by any of the Pledge Agreements but which is not so subjectbecome Subsidiary Guarantors until such time), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a Lien on perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such Capital Stocknew Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, limited in the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary, and (ii) take all actions necessary or advisable any Collateral with respect to cause such Lien to be duly perfected new Subsidiary as described in accordance with all applicable Requirements of Lawthe Guarantee and Collateral Agreement, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iiib) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in clauses blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) except in the case of a Foreign Subsidiary, cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Capital Stock of any Immaterial Subsidiary.
(b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 5 contracts
Sources: Credit Agreement (Charter Communications, Inc. /Mo/), Credit Agreement (Charter Communications, Inc. /Mo/), Credit Agreement (Charter Communications, Inc. /Mo/)
Additional Collateral. (a) With respect to any Capital Stock of new Subsidiary (other than any newly Specified Excluded Subsidiary so long as it qualifies) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that is intended any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be subject required to the Lien created by any of the Pledge Agreements but which is not so subjectbecome Subsidiary Guarantors until such time), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a Lien perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such new Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, (a) limited in the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary and (b) excluding any Equity Interests of such Subsidiary in excess of the maximum amount of such Equity Interests that could be included in the Collateral without creating, in connection with the pledge thereof under any class of debt securities that is secured on a pari passu basis with the Obligations, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Capital StockSubsidiary to be included in filings by the Borrower with the SEC, and (ii) take all actions necessary or advisable any Collateral with respect to cause such Lien to be duly perfected new Subsidiary as described in accordance with all applicable Requirements of Lawthe Guarantee and Collateral Agreement, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iiib) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in clauses blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Capital Stock of any Immaterial Subsidiary.
(b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 3 contracts
Sources: Restatement Agreement (Cco Holdings LLC), Credit Agreement (Cco Holdings LLC), Credit Agreement (Cco Holdings LLC)
Additional Collateral. (a) With respect to In the event (1) any Capital Stock of Credit Party forms or acquires any Subsidiary which is not an Excluded Subsidiary after the Closing Date, or (2) any Excluded Subsidiary shall no longer be deemed an Excluded Subsidiary, such Credit Party or the Credit Party which controls such former Excluded Subsidiary shall promptly upon (but no later than thirty (30) days after) such formation, acquisition or change in status cause (i) such newly created formed or acquired Subsidiary or former Excluded Subsidiary (each is a “New Subsidiary”) to execute and deliver to the Holders such documents as the Holders may then reasonably require (including, without limitation, a Guaranty and a joinder agreement causing such New Subsidiary to become party to the Security Agreement as a “Grantor” thereunder), (ii) provide updates to existing schedules and exhibits or new schedules or other disclosures as appropriate to modify representations, warranties, covenants, conditions and other provisions applicable to such New Subsidiary), (iii) a certificate attaching (x) the Organization Documents of such New Subsidiary, (y) resolutions of the board of directors (or similar governing body) of such New Subsidiary approving and authorizing the execution, delivery and performance of the documents described in this Section 7.11 and the other Operative Documents and the transactions contemplated thereby, and (z) signature and incumbency schedule of such New Subsidiary, all certified as of the date of delivery of such certificate by a Responsible Officer of such New Subsidiary as being true and complete and in full force and effect without modification and (iv) such other instruments, documents, and certificates reasonably required by the Holders in connection therewith.
(b) If any newly issued Capital Stock of asset (other than real property, which is covered by paragraph (c) below) that has an individual fair market value (as determined in good faith by the Borrowers) in an amount greater than $1,000,000 is acquired by any existing Credit Party or any Subsidiary acquired after the Original Closing Date or owned by an entity at the Borrower or any of its Subsidiaries time it becomes a Credit Party (in each case other than (x) assets constituting Collateral under the Security Agreement that is intended to be become subject to the Lien created by any of the Pledge Agreements but Security Agreement upon acquisition thereof, (y) assets that are not required to become subject to Liens in favor of the Holders pursuant to any Operative Document, or (z) assets of an Excluded Subsidiary), the applicable Credit Party will (i) as promptly as practicable notify the Holders thereof and (ii) take or cause the Credit Parties to take such actions as shall be reasonably requested by the Holders to grant and perfect such Liens, all at the expense of the Credit Parties.
(c) The Company shall promptly notify the Holders of the acquisition of, or completion of improvements on, and grant and cause each of the Credit Parties to grant to the Holders security interests and Mortgages in such Material Real Property of the Company or any such Credit Parties as are not covered by the Mortgages previously delivered and recorded pursuant to documentation substantially in the form of the Mortgages or in such other form as is reasonably satisfactory to the Holders (each, an “Additional Mortgage”) and constituting valid and enforceable Liens subject to no other Liens except Permitted Liens at the time of perfection thereof, record or file, and cause each such Credit Party to record or file, the Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Holders required to be granted pursuant to the Additional Mortgages and pay, and cause each such Credit Party to pay, in full, all Taxes, fees and other charges payable in connection therewith. Unless otherwise waived by the Holders, with respect to each such Additional Mortgage, the Company shall deliver to the Holders contemporaneously therewith a title insurance policy in an amount and with such endorsements as shall be required by Holders and in form and substance reasonably acceptable to Holders, flood determination and evidence of flood insurance, if required by law, legal opinion (in form and substance customary for the particular transaction and permitting reasonable assumptions and qualifications which is not so subjectare typically required in connection with opinions rendered in the cannabis industry), FIRREA appraisal (if required by law), a phase I environmental assessment, evidence of zoning compliance and no non-compliance with any other applicable laws, rules and regulations, an ALTA survey in form and substance acceptable to Holders, a phase I environmental assessment disclosing no recognized environmental conditions and otherwise in form and substance acceptable to Holders, and otherwise comply with the requirements of the Operative Documents applicable to Mortgages and Mortgaged Property. Any survey, environmental assessment, title insurance commitment or policy and evidence of zoning/compliance with applicable laws, ordinances, rules and regulations shall be at the sole cost and expense of Company.
(d) The Company shall furnish to the Holders promptly (and in any event within 30 thirty (30) days after the acquisition thereof): such change) written notice of any change (i) execute in any Credit Party’s corporate or organization name, (ii) in any Credit Party’s identity or organizational structure, (iii) in any Credit Party’s organizational identification number, or (iv) in any Credit Party’s jurisdiction of organization; provided that the Credit Parties shall not effect or permit any such change unless all filings have been made, or will have been made within any statutory period, under the Uniform Commercial Code or otherwise that are required in order for the Holders to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral with the same priority as prior to such change (it being understood that, subject to the foregoing, any Credit Party may change the name under which it conducts its business or its corporate name, trade name, trademarks, brand name or other public identifiers).
(e) Not later than thirty (30) days after any new deposit account or securities account is opened by any Credit Party (excluding any accounts used solely to fund payroll or employee benefits), deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Holders a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance Control Agreement with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after each such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderaccount.
Appears in 3 contracts
Sources: Securities Purchase Agreement (MedMen Enterprises, Inc.), Securities Purchase Agreement (MedMen Enterprises, Inc.), Securities Purchase Agreement (MedMen Enterprises, Inc.)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (including the Stock of newly created or acquired Subsidiaries) that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assets described in paragraph (b) of this Section and (y) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the BorrowerSubsidiary, promptly (and in any event within 30 days after such Person becomes a Subsidiary): promptly: (i) cause execute and deliver to the Administrative Agent, for the benefit of the Lenders, such new Subsidiary to become a party amendments to the Subsidiary Pledge and Security Agreement and the Subsidiary Guarantee and (ii) if requested by as the Administrative Agent shall deem necessary or the Required Lenders, deliver advisable to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory grant to the Administrative Agent. Notwithstanding , for the foregoing, no Immaterial Subsidiary or Foreign Subsidiary benefit of the Borrower shall be required to execute Lenders, a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of Lien on the Capital Stock of or equity interests in any Foreign such Subsidiary of which is owned by the Borrower or any of its Subsidiaries if more than 65% Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the assets of Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary are securities of foreign companies (such determination A) to be made on the basis of fair market value), shall be required to be pledged hereunder.become
Appears in 3 contracts
Sources: Credit Agreement (L 3 Communications Holdings Inc), Credit Agreement (Southern California Microwave Inc), Credit Agreement (L 3 Communications Holdings Inc)
Additional Collateral. (a) With respect The Trustor acknowledges and agrees that the Obligations are secured by the Trust Property and various other collateral including, without limitation, at the time of execution of this Deed of Trust certain personal property of the Trustor described in the Credit Documents. The Trustor specifically acknowledges and agrees that the Trust Property, in and of itself, if foreclosed or realized upon would not be sufficient to satisfy the outstanding amount of the Obligations. Accordingly, the Trustor acknowledges that it is in the Trustor's contemplation that the other collateral pledged to secure the Obligations may be pursued by the Beneficiary in separate proceedings in the various States, counties and other countries where such collateral may be located and additionally that the Trustor liable for payment of the Obligations will remain liable for any deficiency judgments in addition to any Capital Stock amounts the Beneficiary may realize on sales of any newly created or acquired Subsidiary other property or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents collateral given as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, security for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforObligations. Specifically, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding without limitation of the foregoing, it is agreed that it is the Borrower intent of the parties hereto that in the event of a foreclosure of this Deed of Trust, the Indebtedness evidencing the Obligations shall not be required to grant to deemed merged into any judgment of foreclosure, but rather shall remain outstanding. It is the Administrative Agent further intent and understanding of the parties that the Beneficiary, following a Lien upon Noticed Event of Default, may pursue all of its collateral with the Capital Stock Obligations remaining outstanding and in full force and effect notwithstanding any judgment of foreclosure or any Immaterial Subsidiaryother judgment which the Beneficiary may obtain.
(b) With The Trustor acknowledges and agrees that the Trust Property and the property which may from time to time be encumbered by the other Credit Documents may be located in more than one State or country and therefore the Trustor waives and relinquishes any and all rights it may have, whether at law or equity, to require the Beneficiary to proceed to enforce or exercise any rights, powers and remedies it may have under the Credit Documents in any particular manner, in any particular order, or in any particular State or other jurisdiction. Furthermore, the Trustor acknowledges and agrees that the Beneficiary shall be allowed to enforce payment and performance of the Obligations and to exercise all rights and powers provided under this Deed of Trust, or the other Credit Documents or under any provision of law, by one or more proceedings, whether contemporaneous, consecutive or both in any one or more States in which the security is located. Neither the acceptance of this Deed of Trust, or any Credit Document nor its enforcement in one State, whether by court action, power of sale, or otherwise, shall prejudice or in any way limit or preclude enforcement of the Credit Documents through one or more additional proceedings, in that State or in any other State or country.
(c) The Trustor further agrees that any particular remedy or proceeding, including, without limitation, foreclosure through court action (in a state or federal court) or power of sale, may be brought and prosecuted in the local or federal courts of any one or more States as to all or any part of the Trust Property or the property encumbered by the Credit Documents, wherever located, without regard to the fact that any one or more prior or contemporaneous proceedings have been situated elsewhere with respect to the same or any Person that, subsequent other part of the Trust Property and the property encumbered by the Credit Documents.
(d) The Beneficiary may resort to any other security held by the Beneficiary for the payment of the Obligations in such order and manner as the Beneficiary may elect.
(e) Notwithstanding anything contained herein to the Original Closing Datecontrary, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party Beneficiary shall be under no duty to the Subsidiary Pledge Agreement and Trustor or others, including, without limitation, the Subsidiary Guarantee and (ii) if requested holder of any junior, senior or subordinate mortgage on the Trust Property or any part thereof or on any other security held by the Administrative Agent Beneficiary, to exercise or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower exhaust all or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination rights, powers and remedies available to be made on the basis of fair market value), shall be required to be pledged hereunderBeneficiary.
Appears in 3 contracts
Sources: Deed of Trust (Rj Reynolds Tobacco Holdings Inc), Deed of Trust (Rj Reynolds Tobacco Holdings Inc), Deed of Trust (Rj Reynolds Tobacco Holdings Inc)
Additional Collateral. Each of CSSW Parent and the Borrower shall, and shall cause each of its Subsidiaries to, (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem or the Collateral Agent deems necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lenders, a Lien on such Capital Stockperfected first priority security interest in the Equity Interests of the Steel Winds Companies and the Stetson Intermediate Holding Company, (ii) if certificated, deliver to the Collateral Agent the certificates representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the Borrower and the Steel Winds Holding Company (iii) cause the Steel Winds Companies (A) to become a party to the Guarantee and Security Agreement, (B) to take all such actions necessary or advisable to cause such Lien grant to be duly the Collateral Agent for the benefit of the Lenders a perfected first priority security interest in accordance the Collateral described in the Guarantee and Security Agreement with all applicable Requirements of Lawrespect to the Steel Winds Companies, including delivering all the filing of Uniform Commercial Code financing statements in such original certificates evidencing such Capital Stock jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Collateral Agent and (C) to deliver to the Administrative Collateral Agent together a certificate of an Authorized Officer of each Steel Winds Company, substantially in the form of the certificate provided pursuant to Section 3.2(a)(iii), with undated stock powers executed in blank thereforappropriate insertions and attachments, and (iiiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding Agent and (v) deliver to the foregoing, the Borrower shall not be Collateral Agent each deposit account control agreement required to grant be delivered pursuant to the Administrative Agent a Lien upon Guarantee and Collateral Agreement, in form and substance reasonably acceptable to the Capital Stock Collateral Agent; provided that the parties hereto acknowledge and agree that if any LC Indebtedness or LC Conversion Indebtedness of any Immaterial Subsidiary.
(b) With the Steel Winds Project Company with respect to any Person that, subsequent to the Original Steel Winds Project is in existence as of the Subsequent Closing Date, becomes a direct or indirect Subsidiary of then the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary Steel Winds Companies shall be required to become a party to the Subsidiary Pledge Guarantee and Security Agreement and satisfy the Subsidiary Guarantee other requirements of this Section 9.22, upon the termination, expiration and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets discharge of such Subsidiary are securities of foreign companies (such determination to be made on LC Indebtedness or LC Conversion Indebtedness, as the basis of fair market value), shall be required to be pledged hereundercase may be.
Appears in 3 contracts
Sources: Credit Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.), Credit Agreement (First Wind Holdings Inc.)
Additional Collateral. (a) With Subject to subsection 6.9(d), with respect to any Capital Stock of any newly created assets acquired, created, or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired developed after the Original Closing Date by any Credit Party (including, without limitation, the Borrower filing of any applications for the registration or issuance of any item of its Subsidiaries material intellectual property) that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (but, in any event, excluding (i) any assets described in paragraph (b) or (c) of this subsection, (ii) assets acquired or owned pursuant to subsection 7.6(g)(i) and (iii) immaterial assets), promptly (and in any event within 30 days after the acquisition thereofthereof or after reasonable request in accordance with clause (i) below): (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing jurisdictions as may be reasonably requested by the Administrative Agent and the filing, not more often than quarterly, of any security agreements or other documents with the United States Patent and Trademark Office or the United States Copyright Office or the office of any similar foreign registry as may be reasonably requested by the Administrative Agent.
(b) With respect to any Person that is or becomes a Subsidiary (other than any Foreign Subsidiary of the Borrower or of any other U.S. Person) that has material assets or that guarantees Borrower’s obligations under the Senior Secured Notes or the Second Lien Facility, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Collateral Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by Bermuda Holdings or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of Bermuda Holdings or such Subsidiary, as the case may be, and (iii) if cause such new Subsidiary (A) to become a party to the Subsidiary Guaranty, (B) to become a party to the Collateral Agreement or such comparable documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (C) to take all actions necessary or advisable to cause the Lien created by the Collateral Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent.
(c) With respect to any Person that is or becomes a Foreign Subsidiary of the Borrower or any other U.S. Person that has material assets, promptly (and in any event within 90 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Required Collateral Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any other U.S. Person (provided that, to the extent that any such pledge of the Capital Stock of Foreign Subsidiary of the Borrower is made to support the obligations of the Borrower it shall be limited to no more than 65% of the Capital Stock of such Foreign Subsidiary in respect of the Borrower’s Obligations), and (ii) if such Capital Stock is issued in certificated form, deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock, and if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding .
(d) Upon the foregoingrequest of the Administrative Agent, Bermuda Holdings will, and will cause its Subsidiaries to, promptly grant to the Administrative Agent, within 120 days of such request, security interests and mortgages (a “Mortgage”) in such owned Real Property of Bermuda Holdings and its Subsidiaries as is acquired after the Closing Date by Bermuda Holdings or any of its Subsidiaries and that, together with any improvements thereon, individually has a value of (x) in the case of a Domestic Subsidiary, at least $2,500,000 and (y) in the case of a Foreign Subsidiary, at least $5,000,000 (and the Administrative Agent has reasonably determined that the cost of perfecting a security interest in such foreign asset is reasonable in relation to the benefits to the Lenders of the security afforded thereby), as additional security for the obligations of the Credit Parties under any Credit Document (unless the subject property is already mortgaged to a third party to the extent permitted by subsection 7.2) provided that any such Mortgage in property of a Foreign Subsidiary of the Borrower shall not secure the obligations of the Borrower. Such Mortgages shall be required granted pursuant to grant documentation reasonably satisfactory in form and substance to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect and shall constitute valid and enforceable perfected Liens subject only to any Person that, subsequent Permitted Liens and such other Liens reasonably acceptable to the Original Closing DateAdministrative Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, becomes a direct or indirect Subsidiary perfect, preserve and protect the Liens in favor of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary Administrative Agent required to become a party be granted pursuant to the Subsidiary Pledge Agreement Mortgages and the Subsidiary Guarantee all taxes, fees and (ii) if other charges payable in connection therewith shall be paid in full. If requested by the Administrative Agent or the Required Lenders, deliver the Borrower shall provide a lender’s title policy with respect to each such Mortgage paid for by the Borrower, issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Administrative Agent legal opinions relating to the matters described in clause (i) immediately precedingAgent, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute insuring each Mortgage as a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made first lien on the basis of fair market value), shall be required relevant Real Property and subject only to be pledged hereunderPermitted Liens and other Liens expressly agreed to by the Administrative Agent.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Stratus Technologies Bermuda Holdings Ltd.), Revolving Credit Agreement (Stratus Technologies Bermuda Holdings Ltd.)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary assets (or any newly issued Capital Stock of any existing Subsidiary interest therein) acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Security Agreements but which is are not so subject, subject promptly (and in any event within 30 60 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Security Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets (or such interest therein), (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements and the recording of leasehold mortgages in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding , and (iv) if requested by the foregoingAgent, the Borrower shall not be required to grant deliver to the Administrative Agent a Lien upon surveys, title insurance and flood insurance reasonably satisfactory to the Capital Stock of any Immaterial SubsidiaryAgent.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary domestic Subsidiary, promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Agent: (i) execute and deliver to the Agent, for the benefit of the Lenders, a new pledge agreement, or such amendments to the Guarantee and Collateral Agreement as the Agent shall deem necessary or advisable to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and Collateral Agreement or to a new security agreement in each case pursuant to an annex to the Guarantee and Collateral Agreement which is in form and substance satisfactory to the Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement or such security agreement, to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding .
(c) With respect to any Person that subsequent to the foregoingClosing Date becomes a foreign Subsidiary (other than a foreign Subsidiary owned by another foreign Subsidiary), no Immaterial promptly upon the request of the Agent: (i) execute and deliver to the Agent a foreign stock pledge agreement relating to the pledge of the shares of such foreign Subsidiary or Foreign Subsidiary executed and delivered by a duly authorized officer of the Borrower shall be required or its domestic Subsidiary, as the case may be, with a counterpart or a conformed copy for each Lender, (ii) deliver to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than the Agent the certificate[s] representing 65% of the Capital Stock of or equity interests such foreign Subsidiary, together with, if required by such foreign stock pledge agreement, undated stock powers for each such certificate executed in any Foreign Subsidiary blank by a duly authorized officer of the Borrower or any of its Subsidiaries if more than 65% pledgor thereof, (iii) complete such other actions as are necessary or, in the opinion of the assets Agent, desirable to perfect the Liens created by such foreign stock pledge agreement and (iv) cause the delivery of the executed legal opinion of special foreign counsel with respect to such Subsidiary are securities of foreign companies (such determination stock pledge agreement, in form and substance reasonably satisfactory to be made on the basis of fair market value), shall be required to be pledged hereunderAgent.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Aftermarket Technology Corp), Credit Agreement (Aftermarket Technology Corp)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary; provided that if an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, Borrower shall within thirty (30) days of such event comply with the foregoing requirements.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary, Foreign Subsidiary or Foreign TCAS Subsidiary (except as provided below) of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder; provided, that if, after the consummation of any sale of a portion of Capital Stock of the TCAS Subsidiary, the TCAS Subsidiary thereafter becomes a Wholly Owned Subsidiary, then the TCAS Subsidiary shall become a party to the Subsidiary Guarantee and Subsidiary Pledge Agreement and Borrower shall promptly (and in any event within 30 days after such event occurs) comply with the requirements of this subsection 6.10(b) with respect to the TCAS Subsidiary.
Appears in 2 contracts
Sources: Credit Agreement (L 3 Communications Corp), 364 Day Credit Agreement (L 3 Communications Corp)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after In the Original Closing Date by event that the Borrower REIT or any of its Subsidiaries acquires any asset that is intended to be subject to the Lien created by any not a Borrowing Base Asset, then contemporaneously with such acquisition if proceeds of the Pledge Agreements but which is not so subjectLoan are used to acquire such asset, promptly or otherwise within thirty (and in any event within 30 30) days after the acquisition thereof): (i) of such acquisition, Borrower shall cause REIT or such Subsidiary to execute and deliver to the Administrative Agent on behalf of the Lenders a first-priority perfected collateral assignment of all of such Person’s right, title and interest in such asset. If such asset is a Medical Property, such pledge shall be substantially in the form of the Assignment of Interests, with such other changes thereto as may be reasonably required by the Agent, and the Person owning such asset shall provide an Acknowledgement. In the event that such asset is a loan, such pledge shall be a first-priority perfected collateral assignment of all of such Person’s right, title and interest in and to the loan documents and other rights and privileges relating thereto, such assignment to be substantially in the form of the Assignment of Documents, with such other changes thereto as may be reasonably required by the Agent. In the event that such asset is any other type of asset, Borrower shall cause to be executed and delivered to Agent simultaneously with such acquisition, a first-priority perfected collateral assignment of such assets pursuant to such documents as Agent may reasonably require. Borrower shall further cause to be delivered to Agent such amendments to diligence items, searches, certificates, resolutions, financing statements, opinions, and other items as Agent may require.
(b) In the relevant Pledge Agreements event that the IPO Conditions Satisfaction Date shall not have occurred on or before December 31, 2015 (or such other documents as the Administrative Agent shall deem necessary or advisable later date if extended in accordance with this Agreement), Borrower shall, within fifteen (15) days of request of Agent, transfer to KeyBank all operating, deposit and collection accounts of Borrower and its Subsidiaries and grant to the Administrative Agent, Agent for the benefit of the Lenders, Lenders a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly first-priority perfected lien and security interest in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing accounts pursuant to such Capital Stock to the Administrative documentation as Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingmay reasonably require, which opinions security agreement shall provide that such funds shall be in form and substance, and from counsel, reasonably satisfactory released to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock provided that there is no Event of any Immaterial SubsidiaryDefault.
(bc) With respect In the event that the IPO Conditions Satisfaction Date shall have occurred, and provided no Default or Event of Default exists, Agent shall release the Collateral pledged pursuant to any Person that, subsequent to this §5.7 from the Original Closing Date, becomes a direct or indirect Subsidiary lien and security interest of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderSecurity Documents.
Appears in 2 contracts
Sources: Credit Agreement (MedEquities Realty Trust, Inc.), Credit Agreement (MedEquities Realty Trust, Inc.)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary Property acquired after the Original Closing Date by the Borrower or any of its Subsidiaries Loan Party that is intended to be subject to the Lien created by any of the Pledge Agreements Collateral Documents but which is not so subject, promptly (and and, in any event event, within 30 thirty (30) days after such creation or acquisition; provided that the acquisition thereof): Administrative Agent may extend such time period by (x) an additional thirty (30) days in its sole discretion and (y) an unlimited number of days thereafter with the consent of the Required Lenders) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Collateral Documents or such other documents as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a Lien on such Capital StockProperty under applicable Legal Requirements (including applicable foreign Legal Requirements unless the Required Lenders shall determine in their sole discretion that the cost of complying with such applicable foreign law is excessive in relation to the value of the security to be afforded thereby) subject to no Liens other than Permitted Liens and no senior Liens other than Permitted Prior Liens, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if extent requested by the Administrative Agent or the Required LendersAgent, deliver customary and reasonable opinions of counsel to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be Borrowers in form and substance, and from counsel, reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not and (iii) take all actions necessary to cause such Lien to be required to grant duly perfected to the Administrative Agent a Lien upon extent required by such Collateral Documents in accordance with all applicable Legal Requirements, including the Capital Stock filing of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and financing statements in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if jurisdictions as may be reasonably requested by the Administrative Agent or Agent. Subject to the Required Lenderslimitations set forth herein and in the other Loan Documents, the Borrowers and the other Loan Parties shall otherwise take such actions and execute and/or deliver to the Administrative Agent legal opinions relating such documents as the Administrative Agent shall reasonably require to confirm the matters described validity, perfection and priority of the Lien of the Collateral Documents against such after‑acquired Properties, all in clause (i) immediately precedingform, which opinions shall be in form content and substance, and from counsel, scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Turning Point Brands, Inc.), Second Lien Credit Agreement (Turning Point Brands, Inc.)
Additional Collateral. (a) With respect to If after the Closing Date, the Borrower acquires any property (other than Sold Receivables but including, without limitation, the Capital Stock of any newly created Person) in which the Collateral Agent does not have a first-perfected security interest pursuant to the Security Documents, the Borrower shall promptly notify the Agents and the Collateral Agent of such acquisition and, upon the reasonable request of any Agent or acquired the Collateral Agent, shall execute and deliver to the Agents and the Collateral Agent not later than 45 days following such request such documents and instruments (including, without limitation, security agreements and pledge agreements), and take such action (including, without limitation, the filing of financing statements under the U.C.C. in the relevant jurisdictions and the delivery of stock certificates and instruments), as any Agent or the Collateral Agent, may reasonably request in order to grant to the Collateral Agent, as collateral security for the Term Loan Obligations, a first perfected security interest in such property of the Borrower, subject to the Liens permitted by Section 7.2.4.
(b) If after the Closing Date, any Subsidiary or of the Borrower (other than a Controlled Foreign Subsidiary) acquires any newly issued property (other than Sold Receivables but including, without limitation, the Capital Stock of any existing Person) in which the Collateral Agent does not have a first- perfected security interest pursuant to the Security Documents, the Borrower shall promptly notify the Agents and the Collateral Agent of such acquisition and, upon the reasonable request of any Agent or the Collateral Agent, shall cause such Subsidiary acquired to execute and deliver to the Agents and the Collateral Agent not later than 45 days following such request such documents and instruments (including, without limitation, security agreements and pledge agreements) and take such action (including, without limitation, the filing of financing statements under the U.C.C. in the relevant jurisdictions and the delivery of stock certificates and instruments) as any Agent may reasonably request in order to grant to the Collateral Agent, as collateral security for the Revolving Credit Obligations and such Subsidiary's obligations under the Subsidiary Guaranty, a first perfected security interest in such property of such Subsidiary, subject to the Liens permitted by Section 7.2.4.
(c) If after the Original Closing Date by Date, the Borrower or any of its Subsidiaries that is intended to be subject to acquires or creates any new Subsidiary, the Lien created by any Borrower shall promptly notify the Agents and the Collateral Agent of the Pledge Agreements but which is such acquisition or creation and, not so subjectlater than 45 days thereafter, promptly (and in any event within 30 days after the acquisition thereof): shall, (i) if such Subsidiary is not a Controlled Foreign Subsidiary, cause such new Subsidiary to execute and deliver to the Administrative Agent Agents and the Collateral Agent, with counterparts for each Revolving Credit Lender, a Subsidiary Guaranty and, if such amendments new Subsidiary owns any Capital Stock of any other Subsidiary or Person, the Revolving Credit Pledge Agreement in order to pledge such Capital Stock and to execute and deliver to the relevant Pledge Agreements or Collateral Agent a Revolving Credit Security Agreement and, if applicable, a Revolving Credit Copyright Security Agreement, a Revolving Credit Patent Security Agreement and/or a Revolving Credit Trademark Security Agreement, (ii) if such other documents as the Administrative Agent shall deem necessary or advisable to grant Subsidiary is not a Controlled Foreign Subsidiary, deliver to the Administrative Collateral Agent, the Capital Stock of such new Subsidiary, or cause the Subsidiary of the Borrower that owns such Capital Stock to deliver such Capital Stock to the Collateral Agent, to be held by it pursuant to the applicable Stock Agreement and (iii) if such Subsidiary is a Controlled Foreign Subsidiary and is not itself owned by a Controlled Foreign Subsidiary, deliver to the Collateral Agent 65% of the Capital Stock of such new Subsidiary or cause the Subsidiary of the Borrower that owns such Capital Stock to deliver 65% of such Capital Stock to the Collateral Agent to be held by it pursuant to the applicable Pledge Agreement.
(d) As and when required from time to time pursuant to clause (a) or (b) with respect to real properties required to be mortgaged pursuant to clause (a) or (b) (the Section 7.1.7 Properties), the Borrower shall, and shall cause each of the Subsidiaries of the Borrower required to mortgage a Section 7.1.7 Property to, execute and deliver to the Agents and the Collateral Agent, for the benefit of the Term Loan Lenders or the Revolving Credit Lenders, as the case may be, a Lien on such Capital Stockmortgage or leasehold mortgage (as appropriate), (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock form and substance substantially identical to the Administrative Mortgage or Revolving Credit Mortgage, as the case may be (with such changes thereto as are advised by local counsel to the Collateral Agent together with undated stock powers executed as appropriate for the laws of the relevant state) encumbering, as collateral security for the Term Loan Obligations and the Revolving Credit Obligations (and such Subsidiary's obligations under the Subsidiary Guaranty), as the case may be, the relevant Section 7.1.7 Property and in blank thereforconnection therewith, and (iii) if requested by upon the Administrative reasonable request of any Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, the Borrower Agents and the Collateral Agent shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary have received each of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.following:
Appears in 2 contracts
Sources: Term Loan Agreement (Specialty Foods Corp), Term Loan Agreement (Specialty Foods Acquisition Corp)
Additional Collateral. (a) With As promptly as practicable after the reasonable request therefor by the Administrative Agent or the Collateral Agent (at the direction of the Required Lenders), deliver to the Collateral Agent with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of each Material Real Property, any existing Subsidiary acquired after the Original Closing Date by the Borrower title reports, abstracts or any of its Subsidiaries that is intended to be subject non-privileged environmental assessment reports, to the Lien created by any extent available and in the possession or control of the Pledge Agreements but which is not so subjectBorrower; provided, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and however, that there shall be no obligation to deliver to the Administrative Agent such amendments or Collateral Agent any existing environmental assessment report whose disclosure to the relevant Pledge Agreements Administrative Agent or Collateral Agent would require the consent of a Person other than the Borrower, where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; provided further that, if any assessment reports are withheld due to privilege or inability to obtain the required consent, Borrower shall ensure that any facts or conditions identified in such assessments have been disclosed to Lenders to the extent such facts or conditions relate to any material violation of Environmental Law or an Environmental Liability; and
(A) Not later than 120 days after (x) the acquisition by any Loan Party of any Material Real Property or (y) any piece of Immaterial Real Property becoming Material Real Property, in each case as determined by the Borrower (acting reasonably and in good faith) (or such other documents longer period as the Administrative Agent shall deem necessary or advisable may agree in writing in its discretion) cause such Material Real Property to grant be subject to a Lien and Mortgage in favor of the Administrative Agent, Collateral Agent for the benefit of the LendersSecured Parties and take, a Lien on or cause the relevant Loan Party to take, such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to as shall be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if reasonably requested by the Administrative Agent or the Collateral Agent (at the direction of the Required Lenders) to grant and perfect or record such Lien, in each case to the extent required by, and subject to the applicable limitations and exceptions of, the Collateral and Guarantee Requirement and to otherwise comply with the requirements of the Collateral and Guarantee Requirement; and (B) as promptly as practicable after the reasonable request therefor by the Administrative Agent or the Collateral Agent (at the direction of the Required Lenders), deliver to the Collateral Agent with respect to each such acquired Material Real Property, any existing title reports, abstracts, surveys, appraisals or non-privileged environmental assessment reports, to the extent available and in the possession or control of the Loan Parties; provided, however, that there shall be no obligation to deliver to the Administrative Agent or Collateral Agent any existing environmental assessment report or appraisal whose disclosure to the Administrative Agent or Collateral Agent would require the consent of a Person other than the Borrower where, despite the commercially reasonable efforts of the Borrower to obtain such consent, such consent cannot be obtained; provided further that, if any assessment reports are withheld due to privilege or inability to obtain the required consent, Borrower shall ensure that any facts or conditions identified in such assessments have been disclosed to Lenders to the extent such facts or conditions relate to any material violation of Environmental Law or an Environmental Liability.
(c) To the extent not previously delivered pursuant to clause (h) of the definition of “Collateral and Guarantee Requirements”, with respect to any Material Real Property, within 120 days of the earlier of (x) completion of the construction of the improvements on such Material Real Property and (y) the Conversion Date, deliver to the Administrative Agent legal opinions relating to and the matters described in clauses Collateral Agent (i) Surveys with respect to such Material Real Property, provided, however, that in no event shall any Loan Party be obligated to obtain Surveys with respect to any Immaterial Real Property, and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory endorsements to the Administrative Agent. Notwithstanding Mortgage Policies for such Material Real Property that include deletion of area and boundary, T-3 (omitting the foregoinggeneral mechanics’ lien exception, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryif applicable), comprehensive T-19, T-23 and T-30.
(bd) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of At the Borrower’s expense, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if take all action necessary or reasonably requested by the Administrative Agent or the Required LendersCollateral Agent to ensure that the Collateral and Guarantee Requirement continues to be satisfied.
(e) If reasonably requested by the Administrative Agent or Collateral Agent, within thirty (30) days after such request (or such longer period as the Administrative Agent may agree in writing in its discretion), deliver to the Administrative Collateral Agent legal opinions relating any other items necessary from time to time to satisfy the Collateral and Guarantee Requirement with respect to perfection and existence of security interests with respect to property of any Loan Party acquired after the Closing Date and subject to the matters described in clause (i) immediately preceding, which opinions shall be in form Collateral and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderRequirement.
Appears in 2 contracts
Sources: Credit Agreement (Venture Global, Inc.), Credit Agreement (Venture Global, Inc.)
Additional Collateral. (a) With respect On each Collateral Date, the Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) cause such Subsidiary (unless it is a Foreign Subsidiary) to any become a "Subsidiary Guarantor" under the Guarantee and Collateral Agreement, (ii) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary) to become a "Grantor" under each relevant Collateral Agreement, (iii) cause the Capital Stock of any newly created or acquired such Wholly Owned Subsidiary or any newly issued Capital Stock to be pledged pursuant to the relevant Collateral Agreement (except that, if such Subsidiary is a Foreign Subsidiary, no shares of any existing common stock of such Subsidiary acquired after the Original Closing Date shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Borrower or any a Domestic Subsidiary, and then the amount of voting common stock of such Subsidiary to be pledged pursuant to such Collateral Agreement may be limited to 66% of the outstanding shares of voting common stock of such Subsidiary) and (iv) except in the case of a Foreign Subsidiary, take all steps required by the relevant Security Documents and this Agreement to create and perfect Liens in the relevant property of such Subsidiary; provided that the Borrower and its Subsidiaries that is intended shall not be required to be subject to comply with the Lien created by any requirements of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (ithis Section 5.11(a) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to if the Administrative Agent, for in its sole discretion, determines that the benefit cost of such compliance is excessive in relation to the value of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien collateral security to be duly afforded thereby.
(b) If, as of any Collateral Date, any property of the Borrower, any Subsidiary Guarantor that is a "Grantor" under any Collateral Agreement or any Subsidiary that is required to become a "Grantor" pursuant to Section 5.11(a) (including any parcel of owned domestic real property having a fair market value in excess of $10,000,000 but excluding all other real property) is not already subject to a perfected first priority Lien in accordance with all applicable Requirements favor of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforor the Collateral Agent, as the case may be, the Borrower will notify the Administrative Agent thereof, and, promptly after such Collateral Date, will cause such assets to become subject to a Lien under the relevant Security Documents and will take, and (iii) if cause the relevant Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Required Lendersto grant and perfect such Liens, deliver to the Administrative Agent legal opinions relating to the matters including actions described in clauses (i) and (ii) immediately precedingSection 5.12, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to all at the Administrative Agent. Notwithstanding expense of the foregoing, Loan Parties; provided that the Borrower and its Subsidiaries shall not be required to grant comply with the requirements of this Section 5.11(b) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the Administrative Agent a Lien upon value of the Capital Stock of any Immaterial Subsidiarycollateral security to be afforded thereby.
(bc) With respect to any Person that, subsequent Notwithstanding anything to the Original Closing contrary in this Section 5.11, after the Release Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower property other than Capital Stock shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderbecome Collateral.
Appears in 2 contracts
Sources: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Additional Collateral. To the extent not delivered to the Administrative Agent on or before the Closing Date, the Borrower agrees to (or cause each of its applicable Subsidiaries to) do promptly each of the following:
(a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such supplements, and amendments to the relevant Pledge Agreements or such other documents Agreement (or, in the case of Equity Interests of any Subsidiary of the Borrower that is not a Domestic Subsidiary, appropriate foreign law pledge agreements) as the Administrative Agent shall deem deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a Lien on perfected first priority security interest in the Equity Interests of such Capital Stock, Subsidiary that are owned by the Borrower (iiand of any Subsidiary that is not directly owned by the Borrower as contemplated in Section 3.01(i)) take all actions necessary or advisable to cause such Lien and requested to be duly perfected pledged by the Administrative Agent; provided, however, that, unless otherwise agreed by the Borrower and the Administrative Agent, in accordance with all applicable Requirements no event shall such the Borrower be required to pledge in excess of Law, including delivering all such original certificates evidencing such Capital Stock 66% of the outstanding voting stock of any direct Subsidiary of the Borrower that is not a Domestic Subsidiary or to pledge the Equity Interests of any Insurance Subsidiary or the Securitization SPV.
(b) deliver to the Administrative Agent the certificates (if any) representing such Equity Interests, together with in the case of such certificated Equity Interests, undated stock powers executed endorsed in blank therefor, executed and delivered by an officer of the Borrower; and
(iiic) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Medco Health Solutions Inc), Credit Agreement (Medco Health Solutions Inc)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assets described in paragraph (b) or (c) of this subsection, (y) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements and (z) property acquired by a Foreign Subsidiary), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary (other than a Foreign Subsidiary), promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Agent: (i) execute and deliver to the Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Stock Pledge Agreement as the Agent shall deem necessary or advisable to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement Security Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Subsidiary Guarantee Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by the Security Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding .
(c) With respect to any Person that, subsequent to the foregoingClosing Date, no Immaterial Subsidiary or becomes a Foreign Subsidiary Subsidiary, promptly upon the request of the Agent: (i) execute and deliver to the Agent a new pledge agreement or such amendments to the Stock Pledge Agreement as the Agent shall deem necessary or advisable to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged), (ii) deliver to the Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or equity interests in any such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Agent, deliver to the Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent.
(d) Notwithstanding anything to the contrary in this subsection 5.10, paragraphs (a), (b) and (c) shall not apply to any property, Subsidiary or Foreign Subsidiary created or acquired after the Closing Date, as applicable, to which the Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein.
(e) If the Borrower or any Subsidiary creates any initial or additional Lien pursuant to subsection 6.3(l) upon any of its property, assets or revenues to secure Indebtedness incurred under subsection 6.2(i), such Borrower or Subsidiary shall simultaneously grant a pari passu Lien on such property, assets or revenues to secure the Loan Obligations. If any Subsidiary that is not a Guarantor guarantees the payment of Indebtedness incurred under subsection 6.2(i) of the Borrower or any of its Subsidiaries if more than 65% of the assets of Subsidiary, then such Subsidiary are securities of foreign companies (such determination shall simultaneously become a party to be made on the basis of fair market value), shall be required to be pledged hereunderSecurity Agreement and a Guarantor.
Appears in 2 contracts
Sources: Term Loan Agreement (Infocrossing Inc), Term Loan Agreement (Sandler Capital Management)
Additional Collateral. (a) With respect to (i) any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary property acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be Collateral subject to the Lien created by any of the Pledge Agreements Collateral Documents but which is not so subjectsubject (including, without limitation, all Equity Interests held by any Borrower or Subsidiary Guarantor in any newly-formed or acquired Subsidiary (other than an Excluded Pledge Subsidiary) of ESR OP) and/or (ii) all Equity Interests of a Subsidiary Guarantor that ceases to be an Excluded Pledge Subsidiary after the Closing Date, in each case unless the Exemption Conditions exist at such time with respect to the Subsidiary that is the owner of such property or Equity Interests, promptly (and in any event within 30 days after the acquisition thereof): thereof or the date on which such Subsidiary Guarantor ceases to be an Excluded Pledge Subsidiary, as applicable) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Collateral Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a Lien on such Capital Stockproperty or Equity Interests subject to no Liens other than Liens permitted under Section 7.01(a), and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements Laws, including, without limitation, the delivery of Law, including delivering all such original the certificates evidencing such Capital Stock representing any Equity Interests to be included in the Administrative Agent Collateral (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank therefor, by a duly authorized officer of the holder(s) of such Equity Interests) and (iii) if the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or Agent. The Parent and the Required Lenders, Borrowers shall otherwise take such actions and execute and/or deliver to the Administrative 137 Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to such documents as the Administrative Agent a Lien upon shall reasonably require to confirm the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person thatvalidity, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary perfection and priority of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary Lien of the Borrower shall be required to execute a Subsidiary Guarantee Collateral Documents on any such properties or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderEquity Interests.
Appears in 2 contracts
Sources: Credit Agreement (Empire State Realty OP, L.P.), Credit Agreement (Empire State Realty Trust, Inc.)
Additional Collateral. (a) With respect to any Capital Stock Each of any newly created or acquired Subsidiary or any newly issued Capital Stock Additional Obligor and Borrower hereby unconditionally and absolutely assigns, transfers and sets over unto Lender all of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject Additional Obligor ‘s and Borrower’s right, title and interest in and to the Lien created by any Additional Collateral, it being intended that this assignment be an absolute assignment from Additional Obligor and Borrower to Lender and not merely the granting of a security interest. Until the occurrence of an Event of Default which remains uncured, Additional Obligor and Borrower may retain, use and enjoy the benefits of the Pledge Agreements but which is not so subjectAdditional Collateral. Upon the occurrence and during the continuance of an Event of Default, promptly (and the license described in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agentpreceding sentence shall, for the benefit of the Lendersupon Lender’s written election, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforrevoked, and Lender may elect to exercise any and all of Lender’s rights and remedies hereunder; provided, however, that upon Lender’s acceptance of Additional Obligor’s and/or Borrower’s cure or Lender’s waiver of such Event of Default (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingprovided that no other Event of Default is continuing), the license granted to Additional Obligor and Borrower pursuant to this clause (a) shall not automatically be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryreinstated.
(b) With Subject to applicable Legal Requirements, each of Additional Obligor and Borrower hereby irrevocably constitutes and appoints Lender (and any of its officers) as the true and lawful agent and attorney-in-fact (with full powers of substitution) for Additional Obligor and/or Borrower, to, during the continuance of an Event of Default, demand, receive and enforce Additional Obligor’s and/or Borrower’s rights with respect to the Additional Collateral, to give appropriate receipts, releases, and satisfactions for and on behalf of Additional Obligor and/or Borrower and to do any Person thatand all acts in the name, subsequent place, and stead of Additional Obligor and/or Borrower or in the name of Lender with the same force and effect as Additional Obligor and/or Borrower could do if the foregoing assignment had not been made. The power-of-attorney granted in this clause (b) is deemed to be a power coupled with an interest and shall not terminate until the Original Closing Date, becomes a direct expiration or indirect Subsidiary termination of the Borrowerforegoing assignment.
(c) Each of Additional Obligor and Borrower shall remain liable to, promptly (and shall, perform all of its material obligations under the Additional Collateral. Additional Obligor and Borrower shall, at their sole cost and expense, enforce the Additional Collateral in a commercially reasonable manner and comply with all of its material obligations under the Additional Collateral. Each of Additional Obligor and Borrower shall give Lender notice of any default by any party under the Additional Collateral, in any event within 30 days after such Person becomes case, which is likely to result in a Subsidiary): Material Adverse Effect. So long as (i) cause such new Subsidiary to become a party to each of Additional Obligor and Borrower is acting in the Subsidiary Pledge Agreement and the Subsidiary Guarantee ordinary course of business, and (ii) if requested by no Event of Default has occurred and is continuing, except as otherwise provided in the Administrative Agent Loan Documents, each of Additional Obligor and Borrower may alter, amend, extend, modify, change, cancel or terminate any of the Required LendersAdditional Collateral, deliver provided that such alterations, amendments, extensions, modifications, changes, cancellations and terminations, taken as a whole, are not likely to the Administrative Agent legal opinions relating to the matters described result in clause a Material Adverse Effect. So long as (i) immediately preceding, which opinions shall be each of Additional Obligor and Borrower is acting in form and substancethe ordinary course of business, and from counsel(ii) no Event of Default has occurred and is continuing, reasonably satisfactory to except as otherwise provided in the Administrative Agent. Notwithstanding other Loan Documents, Additional Obligor and Borrower may enter into new Additional Collateral on commercially reasonable terms without Lender’s prior written consent in each instance in accordance with the foregoing, no Immaterial Subsidiary or Foreign Subsidiary terms and provisions of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderLoan Documents.
Appears in 2 contracts
Sources: Loan Agreement (Retail Value Inc.), Loan Agreement (Retail Value Inc.)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 2 contracts
Sources: 364 Day Credit Agreement (L 3 Communications Corp), Credit Agreement (Southern California Microwave Inc)
Additional Collateral. (a) With respect to any Capital Stock new Subsidiary (other than any type of any newly Subsidiary referred to in clause (x) or (y) below so long as it qualifies as such or is subject to the restrictions referred to therein) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that (x) any Non-Recourse Subsidiary, Shell Subsidiary, Excluded Acquired Subsidiary, Qualified LaGrange Entity or Regulated Subsidiary ceases to qualify as such, or (y) any Subsidiary previously prohibited from, or unable to become, a Subsidiary Guarantor pursuant to Qualified Credit Support Limitations contained in the CCH Senior Note Indenture or any Qualified Indebtedness of any Qualified Parent Company that is intended to be subject to the Lien created by any a member of the Pledge Agreements but which is CCI Group shall be permitted or able to become a Subsidiary Guarantor or such Indebtedness shall no longer be outstanding, it being understood that such Subsidiaries will not so subjectbe required to become Subsidiary Guarantors until such time), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a Lien on perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such Capital Stocknew Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, limited in the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary, and (ii) take all actions necessary or advisable any Collateral with respect to cause such Lien to be duly perfected new Subsidiary as described in accordance with all applicable Requirements of Lawthe Guarantee and Collateral Agreement, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iiib) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in clauses blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) except in the case of a Foreign Subsidiary, cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Capital Stock of any Immaterial Subsidiary.
(b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Charter Communications Inc /Mo/), Credit Agreement (Charter Communications Inc /Mo/)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower Parent, the Borrowers or any of its their Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (y) any assets described in paragraph (b) of this Section and (z) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent Agent, with respect to any material fee real property acquired by the Parent, the Borrowers or their Subsidiaries after the Required LendersClosing Date, deliver to the 65 59 Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, substance and from counsel, counsel reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Subsidiary, promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant Pledge Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Parent, the Individual Shareholders, the Borrowers or any of their Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers duly executed and delivered in blank, (iii) cause such new Subsidiary (A) to become a Borrower party hereto (in the case of a Subsidiary of the Parent) or a party to a guarantee and a security agreement (in the case of a Subsidiary Pledge Agreement of the Borrowers), in each case pursuant to documentation which is in form and substance satisfactory to the Subsidiary Guarantee Administrative Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by such security agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Kirklands Inc), Credit Agreement (Kirklands Inc)
Additional Collateral. (a) With respect Subject to any Capital Stock applicable Requirement of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectLaw, promptly (each Credit Party will promptly, and in any event within 30 60 days after the acquisition or formation thereof): , cause each Subsidiary (other than any Subsidiary that Administrative Agent elects to forgo such Subsidiary becoming a Credit Party hereunder) formed or acquired after the date of this Agreement to become a Credit Party by executing a Counterpart Agreement; provided, however, that no Foreign Subsidiary (or any Subsidiary thereof) shall be required to become a Credit Party hereunder to the extent (x) Administrative Agent elects to forgo such Foreign Subsidiary becoming a Credit Party hereunder, or (y) if such Foreign Subsidiary is not organized under the applicable law of Canada or any province or territory of Canada, doing so could reasonably be expected to result in material adverse tax consequences to the Credit Parties. In connection therewith, the Administrative Agent and each Lender shall have received all documentation and other information regarding such newly formed or acquired Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act and the Canadian Anti-Money Laundering & Anti-Terrorism Legislation. Upon execution and delivery thereof, each such Person (i) execute shall automatically become a Guarantor Subsidiary hereunder and deliver to thereupon shall have all of the Administrative Agent rights, benefits, duties and obligations in such amendments to capacity under the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to Credit Documents, (ii) will grant Liens to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed and the other Secured Parties, in blank therefor, any property of such Credit Party which constitutes Collateral and (iii) if requested by will take all such actions and execute and deliver, or cause to be executed and delivered, all Real Estate Asset Deliverables with respect to any Material Real Estate Asset of such Credit Party to create in favor of Collateral Agent, for the Administrative Agent or benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected first priority lien (in accordance with the Required Lenders, deliver to priorities set forth in the Administrative Agent legal opinions relating to the matters described Intercreditor Agreement) in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substancesuch Material Real Estate Asset, and from counsel, reports and other information reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryregarding environmental matters with respect to such Material Real Estate Asset.
(b) With respect to any Person thatnew Subsidiary, subsequent to the Original Closing Dateeach Credit Party will promptly, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 60 days after such Person becomes a Subsidiary): of the acquisition or formation thereof, cause (i) cause such new 100% of the issued and outstanding Equity Interests of each directly owned Subsidiary to become a party to (other than any Foreign Subsidiary that is not organized under the Subsidiary Pledge Agreement and the Subsidiary Guarantee applicable law of Canada or any province or territory of Canada), and (ii) 65% (or such greater percentage that could not reasonably be expected to cause any material adverse tax consequences to the Credit Parties) 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 directly owned Subsidiary that is a Foreign Subsidiary that is not organized under the applicable law of Canada or any province or territory of Canada to, in each case, be subject at all times to a first priority, perfected Lien in favor of the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, pursuant to the terms and conditions of the Credit Documents or other security documents as the Administrative Agent shall reasonably request.
(c) Without limiting the foregoing, each Credit Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including the filing and recording of financing statements, fixture filings, mortgages, deeds of hypothec, deeds of trust and other documents and such other actions or deliveries of the type required by Section 3.1, as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Credit 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 expense of the Credit Parties. Notwithstanding the foregoing, at any time after an Event of Default has occurred, each Credit Party will, upon the request of the Administrative Agent, cause each Foreign Subsidiary that is not a Credit Party, to become a Credit Party and a Subsidiary Guarantor and to grant Liens to the Administrative Agent on its assets and have the balance of its Equity Interests pledged (if not pledged at such time) to the Administrative Agent.
(d) If any assets (including any real property or improvements thereto or any interest therein) are acquired by any Credit Party after the Closing Date (other than assets constituting Collateral under any Collateral Document that become subject to the Lien under such Collateral Document upon acquisition thereof), the Borrower will (i) promptly, and in any event within 10 days of the acquisition thereof, notify the Administrative Agent and the Lenders thereof and, to the extent required pursuant to the terms of the Collateral Documents, cause such assets to be subjected to a Lien securing the Obligations and (ii) promptly, and in any event within 60 days of the acquisition thereof (or such longer period as the Administrative Agent may agree in its sole direction), take, and cause each applicable Credit Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent or the Required Lendersto grant and perfect such Liens, deliver to the Administrative Agent legal opinions relating to the matters including actions described in clause paragraphs (ia)(iii) immediately precedingand (c) of this Section, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to all at the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary expense of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderCredit Parties.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (Hydrofarm Holdings Group, Inc.), Credit and Guaranty Agreement (Hydrofarm Holdings Group, Inc.)
Additional Collateral. (a) With respect to In the event (1) any Capital Stock of Credit Party forms or acquires any Subsidiary which is not an Excluded Subsidiary after the Closing Date, or (2) any Excluded Subsidiary shall no longer be deemed an Excluded Subsidiary, such Credit Party or the Credit Party which controls such former Excluded Subsidiary shall promptly upon (but no later than thirty (30) days after) such formation, acquisition or change in status cause (i) such newly created formed or acquired Subsidiary or any newly issued Capital Stock of any existing former Excluded Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that (each is intended a “New Subsidiary”) to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent Holders such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable Holders may then reasonably require (including, without limitation, a Guaranty and a joinder agreement causing such New Subsidiary to grant become party to the Administrative Agent, for the benefit of the Lenders, Security Agreement as a Lien on such Capital Stock“Grantor” thereunder), (ii) take all actions necessary provide updates to existing schedules and exhibits or advisable new schedules or other disclosures as appropriate to cause modify representations, warranties, covenants, conditions and other provisions applicable to such Lien to be duly perfected New Subsidiary), (iii) a certificate attaching (x) the Organization Documents of such New Subsidiary, (y) resolutions of the board of directors (or similar governing body) of such New Subsidiary approving and authorizing the execution, delivery and performance of the documents described in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to this Section 7.11 and the Administrative Agent together with undated stock powers executed in blank thereforother Operative Documents and the transactions contemplated thereby, and (iiiz) if requested signature and incumbency schedule of such New Subsidiary, all certified as of the date of delivery of such certificate by a Responsible Officer of such New Subsidiary as being true and complete and in full force and effect without modification and (iv) such other instruments, documents, and certificates reasonably required by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described Holders in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryconnection therewith.
(b) With respect to If any Person thatasset (other than real property, subsequent to which is covered by paragraph (c) below) that has an individual fair market value (as determined in good faith by the Original Borrowers) in an amount greater than $1,000,000 is acquired by any Credit Party or any Subsidiary after the Closing Date, Date or owned by an entity at the time it becomes a direct or indirect Subsidiary of the Borrower, promptly Credit Party (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.each case other than
Appears in 2 contracts
Sources: Securities Purchase Agreement, Securities Purchase Agreement
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary Property acquired after the Original Closing Restatement Effective Date by the Borrower or any of its Subsidiaries Loan Party that is intended to be subject to the Lien created by any of the Pledge Agreements Collateral Documents but which is not so subject, promptly (and and, in any event event, within 30 thirty (30) days after such creation or acquisition; provided that the acquisition thereof): Administrative Agent may extend such time period by (x) an additional thirty (30) days in its sole discretion and (y) an additional number of days thereafter as consented to by the Required Lenders) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Collateral Documents or such other documents as the Administrative Agent shall deem reasonably necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a Lien on such Capital StockProperty under applicable Legal Requirements (including applicable foreign Legal Requirements unless the Required Lenders shall determine in their sole discretion that the cost of complying with such applicable foreign law is excessive in relation to the value of the security to be afforded thereby) subject to no Liens other than Permitted Liens and no senior Liens other than Permitted Prior Liens, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if extent requested by the Administrative Agent or the Required LendersAgent, deliver customary and reasonable opinions of counsel to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be Borrower in form and substance, and from counsel, reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not and (iii) take all actions necessary to cause such Lien to be required to grant duly perfected to the Administrative Agent a Lien upon extent required by such Collateral Documents in accordance with all applicable Legal Requirements, including the Capital Stock filing of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and financing statements in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if jurisdictions as may be reasonably requested by the Administrative Agent or Agent. Subject to the Required Lenderslimitations set forth herein and in the other Loan Documents, the Borrower and the other Loan Parties shall otherwise take such actions and execute and/or deliver to the Administrative Agent legal opinions relating such documents as the Administrative Agent shall reasonably require to confirm the matters described validity, perfection and priority of the Lien of the Collateral Documents against such after‑acquired Properties, all in clause (i) immediately precedingform, which opinions shall be in form content and substance, and from counsel, scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 2 contracts
Sources: First Lien Credit Agreement (Turning Point Brands, Inc.), Second Lien Credit Agreement (Turning Point Brands, Inc.)
Additional Collateral. (a) With respect to In the event that any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be Credit Party acquires a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and Collateral Documents in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the Lendersacquisition of such Material Real Estate Asset, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including those which are similar to those described in Sections 3.1(e), 3.1(f), 3.1(g) and 3.1(h) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such Material Real Estate Assets (or if a Lien on any such Capital StockReal Estate Asset cannot be provided, (ii) take all actions necessary or advisable to cause such a First Priority perfected Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such on the Capital Stock to of the Administrative Agent together with undated stock powers executed Subsidiary that owns a direct interest in blank therefor, and (iii) such Real Estate Asset; provided that if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingsuch Subsidiary is a Foreign Subsidiary, the Borrower Domestic Subsidiary owning such Foreign Subsidiary (directly or through other Foreign Subsidiaries) shall not be required to grant to the Administrative Agent a First Priority perfected Lien upon on the Capital Stock of any Immaterial such directly-owned Foreign Subsidiary.
, which Lien shall be limited to (bA) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary 66% of the Borrower, promptly (and in any event within 30 days after voting Capital Stock of such Person becomes a Subsidiary): (i) cause such new Foreign Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (iiB) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary 100% of the Borrower non-voting Capital Stock of such Subsidiary), in each case, subject to Permitted Liens; provided that neither Parent nor any other Credit Party shall be required to execute a Subsidiary Guarantee provide or Subsidiary Pledge Agreementcause to be provided such additional Collateral (or Guarantees pursuant to Section 5.8) if (i) at the time of acquisition of such Material Real Estate Asset or Capital Stock, and no more than 65% the ratio of (A) the aggregate Value of all Collateral securing the Secured Obligations (determined as of the Capital Stock most recent Fiscal Quarter or Fiscal Year for which financial statements are available) to (B) the aggregate Revolving Commitments of all Lenders is at least 4.00 to 1:00 or equity interests in (ii) any Foreign Subsidiary of the Borrower existing Contractual Obligations assumed or entered into by Parent or any of its Subsidiaries if more than 65% of such Subsidiary to effectuate or reasonably facilitate the assets acquisition of such Subsidiary are securities of foreign companies Material Real Estate Assets (such determination including Contractual Obligations governing non-Wholly Owned Subsidiaries or Joint Ventures and Indebtedness permitted to be made on incurred pursuant to Section 6.1) prohibits the basis granting of fair market value), shall be required to be pledged hereundersuch Lien.
Appears in 2 contracts
Sources: Credit and Guaranty Agreement (General Growth Properties, Inc.), Credit and Guaranty Agreement (New GGP, Inc.)
Additional Collateral. (a) With respect to any Capital Stock new Subsidiary (other than any type of any newly Subsidiary referred to in the following parenthetical so long as it qualifies as such or is subject to the restrictions referred to therein) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that is intended any Non-Recourse Subsidiary, Shell Subsidiary, Excluded Acquired Subsidiary, Qualified LaGrange Entity or Regulated Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be subject required to the Lien created by any of the Pledge Agreements but which is not so subjectbecome Subsidiary Guarantors until such time), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a Lien on perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such Capital Stocknew Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, limited in the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary, and (ii) take all actions necessary or advisable any Collateral with respect to cause such Lien to be duly perfected new Subsidiary as described in accordance with all applicable Requirements of Lawthe Guarantee and Collateral Agreement, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iiib) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in clauses blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) except in the case of a Foreign Subsidiary, cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Capital Stock of any Immaterial Subsidiary.
(b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 2 contracts
Sources: Incremental Activation Notice (Charter Communications, Inc. /Mo/), Credit Agreement (Charter Communications, Inc. /Mo/)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary property acquired after the Original Closing Date by any Loan Party (other than (1) any property described in paragraph (b) of this Section 6.14 and (2) any property excluded from the Borrower or any of its Subsidiaries that is intended obligation to be made subject to a Lien pursuant to the Lien created by any Security Documents) as to which the Administrative Agent and the Security Agents, as the case may be, for the benefit of the Pledge Agreements but which is Secured Parties, does not so subjecthave a perfected first priority Lien, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent and the Security Agents, as the case may be, such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem and/or such Security Agent reasonably deems necessary or advisable to grant to the Administrative AgentAgent and the Security Agents, as the case may be, for the benefit of the LendersSecured Parties, a Lien on security interest in such Capital Stock, property and (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent and the Security Agents, as the case may be, for the benefit of the Secured Parties, a Lien upon perfected first priority security interest in such property (subject to Liens permitted under Section 7.01), including the Capital Stock filing of any Immaterial Subsidiaryfilings with respect to IP Rights, UCC financing statements, and other filings and in such jurisdictions as may be required by the Pledge and Security Agreement (US), other Security Documents or by law or as may be requested by the Administrative Agent and/or a Security Agent.
(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by any Loan Party (or owned by any Person that, subsequent to at the Original Closing Date, time it becomes a direct or indirect Subsidiary of the BorrowerLoan Party), promptly (and in any event within 30 60 days after the date of acquisition of such real property or the date such Person becomes a Subsidiary): Loan Party, unless a longer period is granted by Administrative Agent in its sole discretion, (i) cause execute and deliver a Mortgage, in favor of the Administrative Agent for the benefit of the Secured Parties, covering such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and real property, (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters all applicable information, documentation and certifications described in clause (i) immediately preceding, which opinions shall be in form and substanceAnnex B of the Closing Checklist with respect to such real property, and from counsel, reasonably satisfactory (iii) deliver to the Administrative Agent. Notwithstanding Agent a certificate of a Responsible Officer of Borrower, affirming the foregoingrepresentations contained in Section 5.08 with respect to such real property, no Immaterial Subsidiary or Foreign Subsidiary except that all references to the “Closing Date” contained in Section 5.08 shall instead be construed to refer to the date of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets delivery of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereundercertificate.
Appears in 2 contracts
Sources: Credit Agreement (SunEdison Semiconductor LTD), Credit Agreement (SunEdison Semiconductor LTD)
Additional Collateral. (a) With respect to any Capital Stock Upon the formation or acquisition of any newly created new direct or acquired indirect Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower (other than a Foreign Subsidiary or any of its Subsidiaries that is intended to be subject to Non-Material Domestic Subsidiary), the Lien created by any of Borrower shall, at the Pledge Agreements but which is not so subjectBorrower’s expense, promptly within sixty (and in any event within 30 60) days after such formation or acquisition or such longer period as the acquisition thereof): (i) Agent may agree in its sole discretion, cause each such Subsidiary to execute and deliver to the Administrative Agent such amendments a joinder to this Agreement, the Security Agreement and the Guaranty Agreement in form and substance reasonably satisfactory to the relevant Pledge Agreements Agent; provided, further, that, if at any time a Non-Material Domestic Subsidiary shall, together with its consolidated Subsidiaries, have assets, as of the last day of the Borrower’s most recently ended fiscal quarter, with a book value of 5% or more of the total assets of the Borrower and its Subsidiaries on a consolidated basis on such other documents as date, then the Administrative Agent Borrower shall deem necessary or advisable cause such Non-Material Domestic Subsidiary to grant execute and deliver to the Administrative Agent a joinder to this Agreement, the Security Agreement and the Guaranty Agreement in form and substance reasonably satisfactory to the Agent; provided, further, that, if at any time the aggregate book value of the assets of the Domestic Subsidiaries which have not become Subsidiary Loan Parties in accordance with this Section 9.19, together with the assets of their respective consolidated Subsidiaries, shall equal or exceed 10% of the total book value of the assets of the Borrower and its Subsidiaries on a consolidated basis, then the Borrower shall cause one or more additional Domestic Subsidiaries to become Subsidiary Loan Parties in accordance with this Section 9.19; provided, further, that, if at any time the aggregate EBITDA of a Domestic Subsidiary which has not become a Subsidiary Loan Party in accordance with this Section 9.19, together with its consolidated Subsidiaries, shall be greater than or equal to $20,000,000, then the Borrower shall cause such Domestic Subsidiary to become Subsidiary Loan Parties in accordance with this Section 9.19; provided, further, that, notwithstanding anything else to the contrary contained in this clause (a), in no event shall National Beef Leathers, LLC be or become a Subsidiary Loan Party, except upon consent of the Agent.
(b) The Borrower shall cause, and shall cause each other Subsidiary Loan Party to cause, all of its respective property to be subject at all times to first priority perfected Liens in favor of or for the benefit of the LendersAgent on behalf of itself and the other secured parties, subject in each case to Liens permitted by Section 10.1, in accordance with the terms of the Security Agreement. Without limiting the foregoing, subject to the terms of the Security Documents, the Borrower will, and will cause each Subsidiary Loan Party to, execute and deliver, or cause to be executed and delivered, such documents, agreements or 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) which may be required by law or which the Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Financing Documents and to ensure perfection and priority of the Liens created or intended to be created by the Security Documents, all at the expense of the Borrower.
(c) If, in compliance with the terms and provisions of the Financing Documents, the Borrower or any Subsidiary (i) sells or otherwise transfers equity interests of any Subsidiary Loan Party to a Lien on Person which is not the Borrower or a Subsidiary and after giving effect to such Capital Stocksale or transfer the Borrower and its Subsidiaries cease to own any of the equity interests of such Subsidiary Loan Party, (ii) take all actions necessary liquidates or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and dissolves any Subsidiary Loan Party or (iii) if requested by subject to compliance with clause (a) above, any Subsidiary Loan Party shall be or become a Non-Material Domestic Subsidiary, in each case, the Administrative Agent or will, on behalf of the Required Lenders, execute and deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and Borrower a release of such Subsidiary Loan Party from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge its obligations under this Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderother Financing Documents.
Appears in 2 contracts
Sources: Credit Agreement (Leucadia National Corp), Credit Agreement (National Beef Packing Co LLC)
Additional Collateral. (a) With respect to any Capital Stock Upon the occurrence and continuance of any newly created or acquired Subsidiary or any newly issued Capital Stock an Event of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectDefault, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested request by the Administrative Agent or the Required LendersLenders therefor, the Borrower will, and will cause each Subsidiary Loan Party to (i) execute and deliver counterparts of a Mortgage with respect to each Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property, (ii) deliver a policy or policies of title insurance issued by a nationally recognized title insurance company insuring the Lien of each such Mortgage as a valid first Lien on the Mortgaged Property described therein, free of any other Liens except as expressly permitted by Section 6.02, together with such endorsements, coinsurance and reinsurance as the Administrative Agent or the Required Lenders may reasonably request, and (iii) deliver such surveys, abstracts, appraisals, legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to other documents as the Administrative Agent a Lien upon or the Capital Stock of Required Lenders may reasonably request with respect to any Immaterial Subsidiarysuch Mortgage or Mortgaged Property.
(b) With respect to any Person that, subsequent to Upon the Original Closing Date, becomes a direct or indirect Subsidiary occurrence and continuance of the Borroweran Event of Default, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested request by the Administrative Agent or the Required LendersLenders therefor, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substanceBorrower will, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial will cause each Subsidiary or Foreign Subsidiary of the Borrower shall be required Loan Party to execute a Subsidiary Guarantee and deliver account control agreements or Subsidiary Pledge Agreementblocked account agreements with respect to all deposit accounts, and no more than 65% of including time, savings, passbook, or other similar accounts maintained with any bank for the Capital Stock of or equity interests in any Foreign Subsidiary benefit of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderLoan Party.
Appears in 2 contracts
Sources: Credit Agreement (Cumulus Media Inc), Credit Agreement (Cumulus Media Inc)
Additional Collateral. (a) With respect to any Capital Stock of any newly new Subsidiary (other than a Foreign Subsidiary) created or acquired Subsidiary or any newly issued Capital Stock after the Closing Date (which, for the purposes of this paragraph, shall include any existing Subsidiary acquired after the Original Closing Date that ceases to be a Foreign Subsidiary), by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectSubsidiaries, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Guarantee and Pledge Agreements or such other documents Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on perfected first priority security interest in the Capital Stock of such new Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iiiii) cause such new Subsidiary (A) to become a party to the Guarantee and Pledge Agreement and (B) to take all such actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock grant to the Administrative Agent together for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Pledge Agreement with undated stock powers executed respect to such new Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in blank thereforsuch jurisdictions as may be required by the Guarantee and Pledge Agreement or by law or as may be requested by the Administrative Agent, and (iiiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be substantially in clauses the forms attached hereto as Exhibits A-1 and A-2.
(b) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Subsidiary Guarantors, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such new Subsidiary be required to be so pledged), (ii) immediately precedingdeliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding .
(c) With respect to any new Capital Stock created or acquired after the foregoing, Closing Date by the Borrower shall not be required or any of its Subsidiaries in connection with a transaction described in the last sentence of subsection 7.6, promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent Agent, for the benefit of the Lenders, a Lien upon perfected first priority security interest in such Capital Stock (provided that in no event shall more than 65% of the total outstanding Capital Stock of any Immaterial new Subsidiary be required to be so pledged if such Subsidiary is a Foreign Subsidiary.
), (bii) With respect to any Person that, subsequent deliver to the Original Closing DateAdministrative Agent the certificates representing such Capital Stock, becomes together with undated stock powers, in blank, executed and delivered by a direct or indirect Subsidiary duly authorized officer of the BorrowerBorrower or such Subsidiary, promptly (as the case may be, and take such other action as may be necessary or, in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary the opinion of the Administrative Agent, desirable to become a party to perfect the Subsidiary Pledge Agreement and Lien of the Subsidiary Guarantee Administrative Agent thereon, and (iiiii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 2 contracts
Sources: Credit Agreement (General Chemical Group Inc), Credit Agreement (General Chemical Group Inc)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any The Company will cause each of its Subsidiaries that is intended Subsidiary Guarantors which has not previously done so to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such duly executed joinders and amendments to the relevant Pledge Agreements or such and Security Agreement and, if applicable, the other documents as the Administrative Agent shall deem necessary or advisable to grant Security Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent, for the benefit of the Lenders, a Lien on and to take such Capital Stock, (ii) take all actions other action as reasonably shall be necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to as the Administrative Agent together with undated stock powers executed reasonably shall request to grant to the Collateral Agent a valid and enforceable first priority perfected security interest in blank thereforall Collateral of such Subsidiary Guarantor (subject to any Liens permitted by Section 11.3). Each such joinder and amendment shall be accompanied by such evidence of the taking of all actions as may be necessary or appropriate for the perfection and first priority of such security interest (including, without limitation, the filing of any necessary Uniform Commercial Code financing statements) and (iii) if such resolutions, incumbency certificates and legal opinions as are reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, all of which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingforegoing or any other provision of this Agreement or any other Loan Document, (i) the Borrower Collateral shall not be required to grant exclude assets to the Administrative extent that a security interest therein could reasonably be likely to result in a material adverse tax consequence to the Company, and any other assets as to which the Collateral Agent and the Company reasonably agree that the cost or other consequence of obtaining such a Lien upon security interest or perfection thereof are excessive in relation to the Capital Stock of any Immaterial Subsidiary.
value afforded thereby, (bii) With with respect to any Person that, subsequent to Domestic Subsidiary (other than an Excluded Subsidiary) formed or acquired on or after the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, Loan Parties shall promptly (and in any event within 30 not longer than ninety (90) days after the date such Person becomes a Subsidiary): Domestic Subsidiary is formed or acquired (i) cause or such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by longer period as the Administrative Agent may agree) comply with provisions of Sections 10.10 through 10.15 (inclusive) and Section 10.19 and (iii) with respect to any Domestic Subsidiary that is initially an Excluded Subsidiary but subsequently becomes no longer an Excluded Subsidiary, the Loan Parties shall promptly and in any event not longer than ninety (90) days after the date such Domestic Subsidiary becomes no longer an Excluded Subsidiary (or the Required Lenders, deliver to such longer period as the Administrative Agent legal opinions relating to may agree) comply with the matters described in clause provisions of Sections 10.10 through 10.15 (iinclusive) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderSection 10.19.
Appears in 2 contracts
Sources: Term Loan Agreement (Revlon Consumer Products Corp), Revolving Credit Agreement (Revlon Consumer Products Corp)
Additional Collateral. (a) With respect to any Capital Stock of any newly new Subsidiary (other than a Shell Subsidiary so long as it qualifies as such) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Restatement Effective Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that is intended any Non-Recourse Subsidiary ceases to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectqualify as such), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected first priority security interest in accordance with all applicable Requirements the Equity Interests and intercompany obligations of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested that are held by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65(limited, in the case of Equity Interests of any Foreign Subsidiary, to 66% of the assets total outstanding Equity Interests of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market valueForeign Subsidiary), shall (b) deliver to the Administrative Agent the certificates, if any, representing such Equity Interests, and any intercompany notes evidencing such obligations, together with undated stock powers and endorsements, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and (c) except in the case of a Foreign Subsidiary or an Excluded Acquired Subsidiary (until it ceases to qualify as such), cause such new Subsidiary (i) to become a party to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required to by the Guarantee and Collateral Agreement or by law or as may be pledged hereunderrequested by the Administrative Agent.
Appears in 2 contracts
Sources: Credit Agreement (Charter Communications Inc /Mo/), Credit Agreement (Charter Communications Holdings LLC)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the The Borrower or any will grant and will cause each of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent as security for the Indebtedness a perfected Lien on the Borrower's or such Subsidiary's interest in any Oil and Gas Properties that are (i) acquired after the date hereof at the cash acquisition cost to the Borrower or such Subsidiary equal to or exceeding $1,000,000, and (ii) do not constitute Proved Reserves, which Lien will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements, or other Loan Documents, all in form substantially the same as the New Mortgage (subject to such changes as are necessary as a result of, to reflect and/or to account for changes in applicable law) and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
(b) The Borrower will grant and will cause each of its Subsidiaries to grant to the Agent as security for the Indebtedness a Lien interest (subject only to Excepted Liens and the matters set forth on Schedule 7.10 hereto) on the Borrower's or such Subsidiary's interest in any Oil and Gas Properties identified after the Closing Date as containing Proved Reserves, which Lien will be created and perfected by and in accordance with the provisions of deeds of trust, security agreements and financing statements, or other Loan Documents, all in form substantially the same as the Standard Mortgage (subject to such changes as are necessary as a result of, to reflect and/or to account for changes in applicable law) and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes.
(c) Concurrently with the granting of the Lien or other action referred to in Section 8.09(b) above, the Borrower will provide to the Agent title information in form and substance satisfactory to the Agent in its sole discretion with respect to the Borrower's and its Subsidiaries' interests in such Oil and Gas Properties to the extent needed to cause the Agent to have received, together with title information previously delivered to the Agent, satisfactory title information on at least 90% of the value of the proved Hydrocarbon Interests evaluated by the most recent Reserve Report.
(d) Also, promptly after the filing of any new Loan Document in any state, other than the New Mortgage and any other mortgage filed pursuant to subsection (a) of this Section 8.09 or any other mortgage substantially in the form of the New Mortgage, upon the reasonable request of the Agent, the Borrower will provide to the Agent an opinion addressed to the Agent for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be Lenders in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent in its sole discretion from counsel acceptable to Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person thatstating that such Loan Document is valid, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (binding and enforceable in accordance with its terms and in any event within 30 days after legally sufficient form for such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderjurisdiction.
Appears in 2 contracts
Sources: Subordinated Credit Agreement (Shell Capital Inc), Subordinated Credit Agreement (Brigham Exploration Co)
Additional Collateral. (a) With respect to (i) any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary property acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be Collateral subject to the Lien created by any of the Pledge Agreements Collateral Documents but which is not so subjectsubject (including, without limitation, all Equity Interests held by the Operating Partnership, the Borrower or any Subsidiary Guarantor in any newly-formed or acquired Subsidiary (other than an Excluded Pledge Subsidiary) of the Operating Partnership) and/or (ii) all Equity Interests of a Subsidiary of the Operating Partnership that ceases to be an Excluded Pledge Subsidiary after the Original Closing Date, promptly (and in any event within 30 10 days after the acquisition thereof): thereof or the date on which such Subsidiary ceases to be an Excluded Pledge Subsidiary, as applicable) (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Collateral Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable to grant to the Administrative Agent, for its benefit and for the benefit of the Lendersother Secured Parties, a Lien on such Capital Stockproperty or Equity Interests subject to no Liens other than Liens permitted under Section 7.01(a), and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements Laws, including, without limitation, the delivery of Law, including delivering all such original the certificates evidencing such Capital Stock representing any Equity Interests to be included in the Administrative Agent Collateral (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank therefor, by a duly authorized officer of the holder(s) of such Equity Interests) and (iii) if the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Required Lenders, Agent. Each Loan Party shall otherwise take such actions and execute and/or deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to such documents as the Administrative Agent a Lien upon shall reasonably require to confirm the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person thatvalidity, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary perfection and priority of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary Lien of the Borrower shall be required to execute a Subsidiary Guarantee Collateral Documents on any such properties or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderEquity Interests.
Appears in 2 contracts
Sources: Credit Agreement (American Residential Properties, Inc.), Credit Agreement (American Residential Properties, Inc.)
Additional Collateral. (a) With respect On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to any become a “Subsidiary Guarantor” and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Domestic Subsidiary, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge and (C) if the pledge of the Capital Stock of any newly created such Wholly Owned Subsidiary would result in a violation of any laws, regulations or acquired Subsidiary or orders of any newly issued Governmental Authority, no shares of the Capital Stock of any existing such Subsidiary acquired after shall be pledged) and (iii) except in the Original Closing Date by case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower or any of and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is intended excessive in relation to the value of the collateral security to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectafforded thereby.
(b) Promptly, promptly (and in any event within 30 days after (or such longer period as is reasonably acceptable to the acquisition thereof): Administrative Agent), following the first date on which the corporate family rating of the Parent Borrower from ▇▇▇▇▇’▇ is “Ba2” or less and the corporate credit rating of the Parent Borrower from S&P is “BB” or less (such date, the “Ratings Event”), the Parent Borrower shall (i) execute and deliver deliver, and cause each Subsidiary Guarantor to execute and deliver, to the Administrative Agent such amendments security documents, in form and substance reasonably satisfactory to the relevant Pledge Agreements or such other documents as Administrative Agent, pursuant to which the Administrative Agent Parent Borrower and each Subsidiary Guarantor shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in all property of such Person (including any parcel of owned domestic real property having a fair market value in excess of $10,000,000 but excluding (A) all other real property, (B) Capital Stock not required to be pledged pursuant to Section 5.11(a), (C) assets that cannot be pledged as collateral because the pledge thereof would result in a default, breach or other violation of then existing Contractual Obligations or laws, regulations or orders of any Governmental Authority and (D) those assets that are, in the reasonable judgment of the Administrative Agent, customarily excluded from security documents) that is not already subject to a perfected first priority Lien on such Capital Stock, (except as permitted by Section 6.3) in favor of the Administrative Agent and (ii) take all take, and cause the relevant Subsidiaries to take, such actions as shall be necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if reasonably requested by the Administrative Agent or the Required Lendersto grant and perfect such Liens, deliver to the Administrative Agent legal opinions relating to the matters including actions described in clauses (i) Section 5.12, all at the expense of the Loan Parties; provided that the Parent Borrower and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower its Subsidiaries shall not be required to grant comply with the requirements of this Section 5.11(b) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.
(c) If, as of any Collateral Date following the Ratings Event, any property of the Parent Borrower, any Subsidiary Guarantor that is a “Grantor” under any Security Document or any Subsidiary that is required to become a “Grantor” pursuant to Section 5.11(a) is not already subject to a perfected first priority Lien (except to the same extent as not required pursuant to Section 5.11(b) or as permitted by Section 6.3) in favor of the Administrative Agent, the Parent Borrower will notify the Administrative Agent thereof, and, promptly after such Collateral Date, will cause such assets to become subject to a Lien upon under the Capital Stock relevant Security Documents and will take, and cause the relevant Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of any Immaterial Subsidiarythe Loan Parties; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(c) if the Administrative Agent, in its sole discretion, determines that the cost of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.
(bd) With respect to any Person that, subsequent Notwithstanding anything to the Original Closing Datecontrary in this Section 5.11 or any other Loan Document, becomes a direct or indirect Subsidiary prior to the occurrence of the BorrowerRatings Event, promptly no property other than Capital Stock (subject to the exceptions specified in Section 5.11(a)) shall be required to become Collateral.
(e) Promptly, and in any event within 30 days (or such longer period as is reasonably acceptable to the Administrative Agent), following the first date after such Person becomes a Subsidiary): the Release Date on which the corporate family rating of the Parent Borrower from ▇▇▇▇▇’▇ is “Ba2” or less and the corporate credit rating of the Parent Borrower from S&P is “BB” or less, the Parent Borrower shall (i) execute and deliver, and cause such new each Subsidiary Guarantor to become a party to the Subsidiary Pledge Agreement execute and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lendersdeliver, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately precedingsecurity documents, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding , pursuant to which the foregoingParent Borrower and each Subsidiary Guarantor shall grant to the Administrative Agent, no Immaterial Subsidiary or Foreign Subsidiary for the benefit of the Borrower Lenders, a security interest in all property (and types of property) of such Person that constituted Collateral under the Guarantee and Collateral Agreement as in effect immediately prior to the Release Date (and, for the avoidance of doubt, shall not include Capital Stock not required to be pledged pursuant to Section 5.11(a)) and (ii) take, and cause the relevant Subsidiaries to take, such actions as shall be required necessary or reasonably requested by the Administrative Agent to execute grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties.
(f) Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, the Administrative Agent and the Lenders shall not have Liens on (and shall, at the request and expense of the Parent Borrower, timely release any purported Liens on): (i) the assets transferred to a Subsidiary Guarantee Receivables Entity and assets of such Receivables Entity, (ii) the Receivables and related assets (of the type specified in the definition of “Qualified Receivables Transaction”) transferred, or Subsidiary Pledge Agreementin respect of which security interests are granted, and no more than 65% of pursuant to a Qualified Receivables Transaction, (iii) if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such a Lien, the Capital Stock or debt (whether or not represented by promissory notes) of or equity interests in any Foreign Subsidiary of issued by a Receivables Entity to the Parent Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies Subsidiaries, in each case in connection with a Qualified Receivables Transaction permitted by Section 6.6(c) and (such determination to be made on the basis of fair market value), shall be iv) Capital Stock not required to be pledged hereunderpursuant to Section 5.11(a), (b) or (c).
Appears in 2 contracts
Sources: Credit Agreement (SPX Corp), Credit Agreement (SPX Corp)
Additional Collateral. (a) With respect to any Capital Stock new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies or subject to the proviso of the definition of “De Minimis Subsidiary”, at the option of the Borrower, any newly De Minimis Subsidiary) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that is intended any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be subject required to the Lien created by any of the Pledge Agreements but which is not so subjectbecome Subsidiary Guarantors until such time), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a Lien perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such new Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, (a) limited in the case of the Equity Interests of any Foreign Subsidiary or Foreign Holding Company, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary or Foreign Holding Company and (b) excluding any Equity Interests of such Subsidiary in excess of the maximum amount of such Equity Interests that could be included in the Collateral without creating, in connection with the pledge thereof under any class of debt securities that is secured on a pari passu basis with the Obligations, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Capital StockSubsidiary to be included in filings by the Borrower with the SEC, and (ii) take all actions necessary or advisable any Collateral with respect to cause such Lien to be duly perfected new Subsidiary as described in accordance with all applicable Requirements of Lawthe Guarantee and Collateral Agreement, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iiib) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in clauses blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Capital Stock of any Immaterial Subsidiary.
(b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 2 contracts
Sources: Credit Agreement (Cco Holdings Capital Corp), Restatement Agreement (Charter Communications, Inc. /Mo/)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired Concurrently with the acquisition after the Original Closing Issue Date by the Borrower Company or any Guarantor of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectproperty constituting Collateral (but, promptly (and in any event within 30 days after the acquisition thereof): all cases, other than Excluded Assets):
(i) execute To the extent necessary to perfect the Collateral Agent’s Lien on the Collateral, the Company or such Guarantor, as the case may be, and deliver the Collateral Agent shall enter into such amendments or supplements to the Administrative Agent Security Documents or such amendments additional Mortgages (in each case in registrable or recordable form) and other Security Documents, and, at or prior to the relevant Pledge Agreements times required by this Indenture, the Company shall cause such amendments, supplements, mortgages and other Security Documents to be filed and recorded in all such governmental offices as shall be necessary in order to grant and create a valid first priority Lien on and security interest in such after-acquired property in favor of the Collateral Agent (subject to no Liens except Permitted Liens) and the Company shall complete all other actions necessary to perfect the Collateral Agent’s Lien on such property in accordance with the provisions hereof,
(ii) in the case of additional Collateral which constitutes Real Property, the Company or such other documents Guarantor, as the Administrative Agent case may be, shall deem necessary or advisable also deliver (in the case of clause (I) below, use commercially reasonable efforts to grant deliver) to the Administrative AgentCollateral Agent the following:
(A) policies or certificates of insurance covering such Real Property, which policies or certificates, in the case of liability insurance coverage, shall reflect the Collateral Agent for its benefit and the benefit of the LendersTrustee and the Holders of the Notes, as additional insured and mortgagee;
(B) a policy of title insurance or commitment to issue such a policy having the effect of a policy of title insurance insuring (or committing to insure) the Lien of the new Mortgage to be recorded against such Real Property as a valid and enforceable first priority mortgage or deed of trust lien on the Mortgaged Property described therein, which reasonably assures the Collateral Agent that the Mortgage on such Capital StockReal Property is a valid and enforceable mortgage lien on such Real Property, free and clear of all defects and encumbrances except Permitted Liens and such Mortgage Policy shall include such coinsurance and re-insurance arrangements as substantially similar to those delivered to the Collateral Agent under this Indenture;
(iiC) take all actions necessary or advisable proper fixture filings under the Uniform Commercial Code on Form UCC-1 for filing under the Uniform Commercial Code in the appropriate jurisdiction in which such Real Property is located, desirable to cause such Lien perfect the security interests in fixtures purported to be duly perfected created by the Security Documents in accordance favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders;
(D) proper financing statements on Form UCC-1 for filing under the Uniform Commercial Code with the secretary of state of the state in which the Company or Guarantor, as applicable, is located, to perfect the security interests in personal property purported to be created by the Security Documents in favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders;
(E) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title company to issue the Mortgage Policies, endorsements and coverages contemplated above;
(F) evidence of payment by the Company of all applicable Requirements mortgage policy premiums, search and examination charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of Lawthe Security Documents, including delivering all such original certificates evidencing such Capital Stock fixture filings and issuance of the mortgage policies referred to above;
(G) an opinion, addressed to the Administrative Agent together Collateral Agent, of local counsel in each state where a Mortgage is delivered after the Issue Date in form and substance substantially similar to the local counsel opinions delivered on the Issue Date to the extent the fair market value (as reasonably determined by the Company) of any parcel of Real Property exceeds $7.5 million;
(H) copies of all notices delivered to the lessor under each ground lease (if any) relating to such Real Property, solely with undated stock powers executed in blank thereforrespect to (x) the Company’s or such Guarantor’s compliance under the terms of each ground lease with the applicable provisions of such lease concerning notification to the lessor thereunder of the Company or Guarantor entering into the transactions contemplated by this Section 13.1, and (iiiy) if requested by such notice affording the Administrative Collateral Agent or all of the Required Lendersbenefits and protections of a mortgagee lender, deliver to as set forth in the Administrative Agent legal opinions ground lease; and
(I) UCC-3 termination statements, mortgage releases and other similar lien releases relating to the matters described in clauses release of existing liens (i) and (ii) immediately precedingother than Permitted Liens), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agentif applicable. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a The Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and Security Documents encumbering additional Collateral which constitutes Real Property in any event within 30 days after such Person becomes jurisdiction that imposes a Subsidiary): mortgage recording tax will be limited to 125% of its allocated portion of the Notes (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested as reasonably determined by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market valueCompany), shall be required to be pledged hereunder.
Appears in 2 contracts
Sources: Indenture (Toys R Us Property Co II, LLC), Indenture (Toys R Us Inc)
Additional Collateral. Each Borrower and each Guarantor acknowledges that it is its intention to provide the Agent with a Lien on all the property (aexcluding automobiles, but including, without limitation, any property acquired in connection with the Related Transactions) With respect of the Borrowers, the Guarantors and their respective subsidiaries (personal, real and mixed), whether now owned or hereafter acquired (other than as agreed to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date in writing by the Agent), subject only to Liens permitted hereunder. Without limitation of Section 3.03(c) hereof, each Borrower and each Guarantor shall from time to time promptly notify the Agent of the acquisition by any of them or any of its Subsidiaries that is intended their respective subsidiaries of any material property in which the Agent does not then hold a perfected Lien (other than as agreed to be subject to in writing by the Lien created Agent), or the creation or existence of any such property, and such person shall, upon request by any of the Pledge Agreements but which is not so subjectAgent, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments or cause to be executed and delivered to the relevant Pledge Agreements Agent pledge agreements, security agreements, mortgages or other like agreements with respect to such property, together with such other documents documents, certificates, opinions of counsel and the like as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agentreasonably request in connection therewith, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substancesubstance satisfactory to the Agent, such that the Agent shall receive valid and from counselperfected first priority Liens (subject to Liens permitted hereby) on all such property (including property which, on the Initial Closing Date, is not subject to a Lien in favor of the Agent). In addition, in the event that any Borrower, any Guarantor or any of their respective subsidiaries acquires or owns any material trademarks, copyrights, patents or other intellectual property, the Borrowers shall notify the Agent promptly in writing and shall execute, or cause the execution of a security agreement and other documents with respect thereto in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower Borrowers and Guarantors shall not only be required obligated to grant exercise reasonable efforts to comply with the requirements of this Section with respect to the Administrative Agent a Lien upon the Capital Stock granting of any Immaterial Subsidiarymortgages on leaseholds.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 2 contracts
Sources: Revolving Credit Agreement (Supermarket Cigarette Sales Inc), Revolving Credit Agreement (Jitney Jungle Stores of America Inc /Mi/)
Additional Collateral. (ai) With respect Subject to applicable law, each Borrower will cause any Capital Stock of any newly created domestic Subsidiaries formed or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date date of this Agreement to become a guarantor of the Obligations by executing a guaranty in form and substance reasonably satisfactory to the Lender or a joinder to this Agreement, and to grant first priority Liens to the Lender in all property of such Subsidiary pursuant to security documents in form and substance reasonably satisfactory to the Lender; (ii) each Borrower or any will cause (1) 100% of the issued and outstanding Equity Interests of each of its domestic Subsidiaries that is (other than any domestic foreign subsidiary holding company) and (2) 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 or domestic foreign subsidiary holding company owned by any Borrower to be subject at all times to a first priority, perfected Lien in favor of the Lender pursuant to the terms and conditions of the Loan Documents or other security documents as the Lender shall reasonably request; (iii) without limiting the foregoing, each Borrower 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), 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 other Loan Documents and to ensure perfection and priority (subject to Permitted Liens) of the Liens created or intended to be created by the Collateral Documents, all at the expense of the Borrowers; and (iv) subject to any applicable thresholds or limitations in the Collateral Documents, if any material assets (including any real property or improvements thereto or any interest therein) are acquired by any Borrower or its Subsidiaries outside the ordinary course of business after the date of this Agreement (other than assets constituting Collateral that become subject to the Lien created by any in favor of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver Lender pursuant to the Administrative Agent such amendments to Collateral Documents upon acquisition thereof or specifically excluded collateral), the relevant Pledge Agreements or such other documents as Borrowers will (1) notify the Administrative Agent shall deem necessary or advisable to grant to the Administrative AgentLender thereof and, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if reasonably requested by the Administrative Agent or Lender, cause such assets to be subjected to a Lien securing the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) Obligations and (ii2) immediately precedingtake, which opinions and cause each Subsidiary to take, such actions as shall be in form and substance, and from counsel, necessary or reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required LendersLender to grant and perfect such Liens, deliver to the Administrative Agent legal opinions relating to the matters including actions described in clause (iiii) immediately precedingof this Section, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to all at the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary expense of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderBorrowers.
Appears in 2 contracts
Sources: Credit Agreement (Ares Acquisition Corp), Credit Agreement (Ares Acquisition Corp)
Additional Collateral. (a) With respect to any Person that, subsequent to the Closing Date, becomes a Subsidiary (other than a Foreign Subsidiary), promptly: (i) cause such Person to become a party to the Guarantee Agreement, pursuant to documentation which is in form and substance reasonably satisfactory to the Admi▇▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇, (▇▇) ▇▇▇se the Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date such Person owned by the Borrower or any of its Subsidiaries that is intended Subsidiary to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant pledged to the Administrative Agent, for the ratable benefit of the Lenders, a Lien on such Capital Stockpursuant to documentation reasonably satisfactory to the Administrative Agent, (ii) and take all actions reasonably necessary or advisable to cause such the Lien thereon to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original and deliver any certificates evidencing representing such Capital Stock to the Administrative Agent Agent, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct Subsidiary and is a Foreign Subsidiary, promptly: execute and deliver to the Administrative Agent a new pledge agreement as the Administrative Agent shall deem reasonably necessary or indirect Subsidiary advisable to grant to the Administrative Agent, for the benefit of the BorrowerLenders, promptly a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any Subsidiary (and provided that in no event shall more than 65% of the Capital Stock of any event within 30 days after such Person becomes a Subsidiary): Subsidiary be required to be so pledged), (iii) cause such new Subsidiary to become a party deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary Pledge Agreement and the Subsidiary Guarantee as may be reasonably necessary or advisable to perfect such Lien on such Capital Stock and (iiiii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock The Borrower shall take all action so that no later than December 11, 1998, the schedules of any newly created or acquired Subsidiary or any newly issued Capital Stock description of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended properties to be subject to included with the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and Additional Mortgage are delivered in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant proper recordable form to the Administrative Agent, for such that the benefit Additional Mortgage (when recorded) together with the Existing Mortgage shall give the Lenders a first lien on Proved Reserves of the Borrower constituting at least 75% of the net present value of all the Proved Reserves of the Borrower and its Subsidiaries as reflected in the Reserve Report dated September 3, 1998, prepared by the Borrower and delivered to the Lenders. In addition, the Adminstrative Agent shall receive no later than December 11, 1998, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock certificate from the Borrower satisfactory to the Administrative Agent as to the fact that the Additional Mortgage together with undated stock powers executed in blank thereforthe Existing Mortgage shall give the Lenders when the Additional Mortgage is properly filed, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, a first lien on Proved Reserves of the Borrower shall not be required to grant to constituting at least 75% of the Administrative Agent a Lien upon net present value of all the Capital Stock Proved Reserves of any Immaterial Subsidiarythe Borrower and its Subsidiaries as reflected in the foregoing Reserve Report.
(b) With respect The Borrower hereby directs the Administrative Agent to file and record the Additional Mortgage in all filing offices as the Administrative Agent deems appropriate upon the occurrence of any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly following events (and in the Administrative Agent and the Lenders agree not to file or record the Additional Mortgage until the occurrence of any event within 30 days after such Person becomes a Subsidiary): of the following events):
(i) cause the Borrower fails to deliver the certificate required by subsection 7.2(f) by January 15, 1999 or if the Borrower delivers such new Subsidiary to become a party certificate, subsequent information is received by the Borrower or the Administrative Agent which demonstrates to the Subsidiary Pledge Agreement and reasonable satisfaction of the Subsidiary Guarantee and Administrative Agent that the Borrower is not in compliance with subsection 8.1(d), (e), or (f); or
(ii) if requested by the Administrative Agent or Borrower fails to deliver the Required LendersReserve Report for December 31, deliver 1998 to the Administrative Agent legal opinions relating by March 1, 1999 or if upon redetermination of the Borrowing Base in connection with the March '99 Redetermination it is determined that a Borrowing Base Deficiency exists and the Borrower fails to cure such deficiency within 30 days of the effective date of the March '99 Redetermination by prepaying the Revolving Credit Loans and/or cash collateralizing Letter of Credit Outstandings.
(c) Upon the filing of the Additional Mortgage to the matters described in clause extent required under paragraph (ib) immediately precedingabove, which opinions the Borrower shall be in form and substance, and from counsel, reasonably satisfactory to take all other action so that on such date the Administrative Agent. Notwithstanding Agent on behalf of the foregoing, no Immaterial Subsidiary or Foreign Subsidiary Lender shall have a valid perfected first mortgage lien on Proved Reserves of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65constituting at least 75% of the Capital Stock net present value of or equity interests in any Foreign Subsidiary all the Proved Reserves of the Borrower or any of and its Subsidiaries if more than 65as reflected in the most recent Reserve Report and thereafter the Borrower shall take such action as is necessary so that the Administrative Agent on behalf of the Lenders continues to have a first mortgage lien on Proved Reserves of the Borrower constituting at least 75% of the assets net present value of such Subsidiary are securities the Proved Reserves of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderBorrower and its Subsidiaries as reflected in the most recent Reserve Report."
Appears in 1 contract
Additional Collateral. (a) With respect US Credit Parties shall cause each Subsidiary of any US Credit Party not in existence on the Effective Date (other than any Foreign Subsidiary) to execute and deliver to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any all of the Pledge Agreements but which is not so subjectRevolving Administrative Agent, LC Facility Administrative Agent, Accounts Collateral Agent and/or the LC Facility Collateral Agent (as specified below) promptly (and in any event within 30 3 days after the formation, acquisition thereof): or change in status thereof (iA) execute a signed counterpart of this Agreement as a US Borrower and deliver a signed counterpart of the Security Agreement as an Assignor, (B) an Opinion of Counsel in form and substance satisfactory to each Administrative Agent as to the due execution and delivery of this Agreement and the Security Agreement, the ability of such Subsidiary to perform all of its obligations hereunder and thereunder and perfection and creation of Liens on Collateral as such Administrative Agent may reasonably request in respect of complying with any legend on any such amendments certificate or any other matter relating to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforshares, and (iiiC) if such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by any such Agent in order to create, perfect, establish the Administrative first priority of or otherwise protect any Lien purported to be covered by any such Financing Agreement or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Financing Agreements applicable to a US Credit Party. Within 20 days after the Effective Date (or such longer period as may be consented to by the LC Facility Collateral Agent or in its sole discretion), the Required Lenders, deliver applicable US Borrowers shall enter into a Deposit Account Control Agreement in favor of LC Facility Collateral Agent with respect to the Administrative principal operating account of US Borrowers and shall take such other actions including opening and maintaining (for so long as any Deposit Account Control Agreement in favor of LC Facility Collateral Agent legal opinions relating provides that the Deposit Account subject to such agreement shall automatically be liquidated into a Deposit Account specified by LC Facility Collateral Agent upon LC Facility Collateral Agent notifying the matters described Bank that is party to such agreement of LC Facility Collateral Agent’s exercise of its right of sole control over such Deposit Account) a Deposit Account with a financial institution selected by LC Facility Collateral Agent (which may be an Affiliate of LC Facility Collateral Agent) for the purpose of receiving any funds liquidated from any Deposit Account subject to a Deposit Account Control Agreement in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative favor of LC Facility Collateral Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect Credit Parties shall cause each Subsidiary of any Credit Party that is not in existence on the Effective Date and which is organized under the laws of Canada or any province thereof to execute and deliver to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary all of the Borrower, Revolving Administrative Agent or Canadian Collateral Agent promptly (and in any event within 30 3 days after such Person becomes the formation, acquisition or change in status thereof (A) a Subsidiary): signed counterpart of this Agreement in the capacity of a Canadian Borrower, (iB) cause such new Subsidiary an Opinion of Counsel in form and substance satisfactory to become a party Revolving Administrative Agent as to the Subsidiary Pledge due execution and delivery of this Agreement and the ability of such Subsidiary Guarantee and (ii) if requested by to perform all of its obligations hereunder of such Subsidiary as the Revolving Administrative Agent or the Required LendersCanadian Collateral Agent may reasonably request in respect of complying with any legend on any such certificate or any other matter relating to such shares, deliver to the (C) any Canadian Security Documents, if applicable, and (D) such other agreements, instruments, approvals, legal opinions or other documents reasonably requested by such Revolving Administrative Agent legal opinions relating or Canadian Collateral Agent in order to create, perfect, establish the matters described in clause (i) immediately preceding, which opinions first priority of or otherwise protect any Lien purported to be covered by any such Financing Agreement or otherwise to effect the intent that such Subsidiary shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary become bound by all of the Borrower shall be required terms, covenants and agreements contained in the Financing Agreements applicable to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderCanadian Borrower.
Appears in 1 contract
Additional Collateral. (a) With respect If the Borrower desires or is required pursuant to the terms of this Agreement to add Additional Collateral, the Borrower shall, in each case at its own expense, (A) become a party to each applicable Collateral Document and all other agreements, instruments or documents that create or purport to create and perfect a first priority Lien (subject to Permitted Liens) in favor of the Security Trustee for the benefit of the Secured Parties applicable to such Collateral, by executing and delivering to the Administrative Agent all applicable Collateral Documents, in form and substance reasonably satisfactory to the Administrative Agent and the Security Trustee (it being understood that (i) in the case of Collateral consisting of Eligible Aircraft or Eligible Engines, the applicable Collateral Documents shall be an Aircraft and Spare Engine Mortgage, (ii) in the case of Collateral consisting of Eligible Spare Parts, the applicable Collateral Documents shall be the Spare Parts Security Agreement, (iii) in the case of Collateral consisting of Flight Simulators, the applicable Collateral Documents shall be the Flight Simulator Security Agreement, (iv) in the case of Collateral consisting of Eligible Ground Support Equipment, Eligible Receivables, cash or Cash Equivalents, the applicable Collateral Documents shall be the Receivables Security Agreement and any Capital Stock Account Control Agreement and (v) in the case of any newly created or acquired Subsidiary or any newly issued Capital Stock other Additional Collateral of any existing Subsidiary acquired after a type that has not been theretofore included in the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to Collateral, such Additional Collateral may be subject to such additional terms and conditions as may be required by the Lien created by any Administrative Agent acting on the instructions of all the Pledge Agreements but which is not so subjectLenders), (B) promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent and/or the Security Trustee such amendments documents and take such actions to create, grant, establish, preserve and perfect the relevant Pledge Agreements or such other documents as first priority Liens (subject to Permitted Liens) in favor of the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, Security Trustee for the benefit of the Lenders, a Lien Secured Parties on such Capital Stock, (ii) take all actions necessary or advisable assets of the Borrower to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock secure the Obligations to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if extent required under the applicable Collateral Documents or reasonably requested by the Administrative Agent or the Required LendersSecurity Trustee, and to ensure that such Collateral shall be subject to no other Liens other than Permitted Liens and (C) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating and the Security Trustee, for the benefit of the Secured Parties, a written opinion of counsel (which counsel shall be reasonably satisfactory to the Administrative Agent) to the Borrower with respect to the matters described in clauses (iA) and (iiB) immediately precedinghereof, in each case no later than the earlier of (x) twenty (20) Business Days after the addition of such Collateral and (y) the date on which opinions shall any Loan is to be made or Letter of Credit is to be issued after the addition 92 of such Collateral, and in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding Agent and the foregoingSecurity Trustee; provided that in the case of Additional Collateral comprising Eligible Aircraft or Eligible Engines, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
comply with Section 3.05(a) or Section 3.05(b) (bas applicable) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly Aircraft and Spare Engine Mortgage and compliance with such provisions (and in any event within 30 days after such Person becomes a Subsidiary): (ias applicable) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory deemed compliance with this Section 5.12 as to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderAdditional Collateral.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (Sun Country Airlines Holdings, Inc.)
Additional Collateral. If property of a type constituting Collateral is acquired by the Company or a Guarantor that is not automatically subject to a perfected security interest under the Security Documents or a Restricted Subsidiary becomes a Guarantor, then the Company and such Guarantor, as applicable, will, as soon as reasonably practicable after such property’s acquisition or such Subsidiary becoming a Guarantor:
(a) With respect to any Capital Stock grant Liens on such property (or, in the case of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any a new Guarantor, all of its Subsidiaries assets constituting the type that is intended to be subject to the Lien created by any Collateral) in favor of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Noteholder Collateral Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersHolders of Notes (and, to the extent such grant would require the execution and delivery of a Security Document, the Company or such Guarantor shall execute and deliver such Security Document on substantially the same terms as the Security Documents covering Collateral owned by the Company or a Guarantor on the Issue Date including, with respect to personal property, execution of a supplement to the Security Agreement and, with respect to fee-owned real property having a Fair Market Value in excess of $5.0 million, execution of a new mortgage or an amendment to an existing mortgage);
(b) deliver certain certificates in respect thereof as required by the Security Documents and, in the case of real property located in the United States, a title insurance policy relating to any mortgage therein; and
(c) to the extent required by the Security Documents, cause the Lien on granted in such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien Security Document to be duly perfected to the same extent and with the same priority as the Liens (subject to Permitted Liens) granted on Collateral owned by the Company or a Guarantor on the Issue Date are perfected (including, with respect to Equity Interests of a Subsidiary or intercompany debt, perfection by control to the extent required by the applicable Security Document and, to the extent applicable to assets and property not constituting Excluded Property, taking such action as may be required under the terms of the Security Document to be taken under the laws of any applicable foreign jurisdiction to create, perfect and maintain the requisite priority of such Lien under such laws, including, to the extent so required, entering into security documentation governed by foreign law). In addition, to the extent any disposition of assets or property in an Asset Sale is of Collateral, any non-cash consideration received by the Company or any Restricted Subsidiary will be pledged as Collateral under the Security Documents as soon as reasonably practicable after such sale, in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed requirements set forth in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentSecurity Documents. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock Board of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Directors of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement Company and the Subsidiary Guarantee and (ii) if requested by Guarantors shall have discretion to determine not to obtain or perfect a security interest in non-U.S. assets or property under the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters circumstances described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary Section 3.7 of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Security Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject Person that, -------------------------- subsequent to the Lien created by any of the Pledge Agreements but which is not so subjectClosing Date, becomes a Domestic Subsidiary, promptly (and and, in any event event, within 30 days ten Business Days after the acquisition thereofsuch Person becomes a Domestic Subsidiary): (i) execute and deliver to the Administrative Agent Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant Pledge Agreements or such other documents Security Document as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iiiii) cause such new Subsidiary (A) to become a party to the Initial Collateral Agreement or the Subsequent Collateral Agreement, as applicable, in each case pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable to cause such the Lien created by the Initial Collateral Agreement or the Subsequent Collateral Agreement, as applicable, to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank therefor, and (iiiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i), (ii) and (iiiii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct Foreign Subsidiary and which has Capital Stock which is owned directly by the Borrower or indirect Subsidiary of the Borrowera Domestic Subsidiary, promptly (and and, in any event event, within 30 days after following the date upon which such Person becomes a Foreign Subsidiary): (i) cause such new Subsidiary to become a party execute and deliver to the Subsidiary Administrative Agent a new Foreign Pledge Agreement or such amendments to the relevant Foreign Pledge Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged if the pledge of more than such amount would be reasonably likely to cause adverse tax consequences), (ii) to the extent reasonably deemed advisable by the Administrative Agent, deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary Guarantee as may be necessary or advisable to perfect such Lien on such Capital Stock and (iiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i) through (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) In furtherance of the foregoing provisions of this subsection 7.10, Premisys and each of its Subsidiaries shall, on the Merger Date, be deemed to be a Subsidiary of the Borrower and shall comply with the provisions of this subsection 7.10; provided that (i) it being understood that Premisys and each of its Subsidiaries shall, for purposes of this subsection 7.10 only, be deemed not to constitute a Subsidiary of the Borrower prior to the Merger Date and (ii) if the Borrower provides to the Administrative Agent a certificate of a Responsible Officer certifying that the Reorganization Date is anticipated in good faith to occur within 60 days following the Merger Date, then the Borrower need not comply with the provisions of clause (b) of this subsection 7.10 (or any similar requirement of any Security Document) until the earlier of the Reorganization Date or such 60th day following the Merger Date. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of pledge the Capital Stock of or equity interests in any Foreign Subsidiary of Premisys which is held by it pursuant to the Borrower or any of its Subsidiaries if more than 65% of Initial Collateral Agreement from and after the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderClosing Date.
Appears in 1 contract
Additional Collateral. If property of a type constituting Collateral is acquired by the Company or a Guarantor that is not automatically subject to a perfected security interest under the Security Documents or a Restricted Subsidiary becomes a Guarantor, then the Company and such Guarantor, as applicable, shall, as soon as reasonably practicable after such property’s acquisition or such Subsidiary becoming a Guarantor:
(a) With respect to any Capital Stock grant Liens on such property (or, in the case of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any a new Guarantor, all of its Subsidiaries assets constituting the type that is intended to be subject to the Lien created by any Collateral) in favor of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Noteholder Collateral Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersHolders of Notes (and, to the extent such grant would require the execution and delivery of a Security Document, the Company or such Guarantor shall execute and deliver such Security Document on substantially the same terms as the Security Documents covering Collateral owned by the Company or a Guarantor on the Issue Date including, with respect to personal property, execution of a supplement to the Security Agreement and, with respect to fee-owned real property having a Fair Market Value in excess of $5.0 million, execution of a new mortgage or an amendment to an existing mortgage);
(b) deliver certain certificates in respect thereof as required by the Security Documents and, in the case of real property located in the United States, a title insurance policy relating to any mortgage therein; and
(c) to the extent required by the Security Documents, cause the Lien on granted in such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien Security Document to be duly perfected to the same extent and with the same priority as the Liens (subject to Permitted Liens) granted on Collateral owned by the Company or a Guarantor on the Issue Date are perfected (including, with respect to Equity Interests of a Subsidiary or intercompany debt, perfection by control to the extent required by the applicable Security Document and, to the extent applicable to assets and property not constituting Excluded Property, taking such action as may be required under the terms of such Security Document to be taken under the laws of any applicable foreign jurisdiction to create, perfect and maintain the requisite priority of such Lien under such laws, including, to the extent so required, entering into security documentation governed by foreign law). In addition, to the extent any disposition of assets or property in an Asset Sale is of Collateral, any non-cash consideration received by the Company or any Restricted Subsidiary shall be pledged as Collateral under the Security Documents as soon as reasonably practicable after such sale, in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed requirements set forth in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative AgentSecurity Documents. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock Board of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Directors of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement Company and the Subsidiary Guarantee and (ii) if requested by Guarantors shall have discretion to determine not to obtain or perfect a security interest in non-U.S. assets or property under the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters circumstances described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary Section 3.7 of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Security Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Additional Collateral. (a) With respect In the event that Borrower desires to any Capital Stock use proceeds of any newly created or acquired Subsidiary the Loans or any newly issued Capital Stock Letter of Credit to directly or indirectly acquire Real Estate or any existing interest therein or to refinance indebtedness secured thereby, such Real Estate shall be required to become a Mortgaged Property as a condition thereto. No Real Estate shall be included as a Mortgaged Property unless and until the following conditions precedent shall have been satisfied:
(i) such Real Estate shall be Eligible Real Estate;
(ii) if such Real Estate is owned by a Wholly-Owned Subsidiary acquired after of the Original Closing Date by Borrower, said Wholly-Owned Subsidiary shall have executed a Joinder Agreement and satisfied the conditions of §5.4;
(iii) the Borrower or the Wholly-Owned Subsidiary which is the owner of the Real Estate shall have executed and delivered to the Agent all Guarantor Qualification Documents, all of which instruments, documents or agreements shall, to the extent required by this Agreement, be in form and substance reasonably satisfactory to the Agent; and
(iv) after giving effect to the inclusion of such Eligible Real Estate, each of the representations and warranties made by or on behalf of the Borrower or the Guarantors or any of their respective Subsidiaries contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connection with this Agreement shall be true in all material respects both as of the date as of which it was made and shall also be true as of the time of the addition of such Mortgaged Property with the same effect as if made at and as of that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (it being understood and agreed that any representation or warranty which by its Subsidiaries terms is made as of a specified date shall be required to be true and correct only as of such specified date), and no Default or Event of Default shall have occurred and be continuing and the Agent shall have received a certificate of the Borrower to such effect. For the avoidance of doubt, the delivery by Borrower to Agent of the Guarantor Qualification Documents or the Eligible Real Estate Qualification Documents shall not modify any representation, warranty or covenant in this Agreement or the other Loan Documents.
(b) If such Real Estate is owned by a Wholly Owned Subsidiary of Borrower, then Borrower shall pledge to Agent 100% of the Equity Interests in the Wholly Owned Subsidiary owning or leasing the Real Estate pursuant to the Assignment of Interests and as provided in Schedule 5.3.
(c) Borrower shall on or before the date that is intended ninety (90) days (unless extended in the Agent’s sole discretion, but in any case, not to exceed one hundred and twenty (120) days) following the date of acquisition of any Real Estate by Borrower or such Subsidiary which becomes a Mortgaged Property or following the disbursement of any proceeds of the Loan to be subject used to refinance indebtedness secured thereby, cause to be executed and delivered to the Lien created by any Agent all Eligible Real Estate Qualification Documents, all of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agentextent required by this Agreement, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substancesubstance satisfactory to Agent.
(d) The Mortgage and Assignment of Leases and Rents shall be effective upon the delivery thereof, but shall not be recorded until the occurrence of an Event of Default. Upon the occurrence of an Event of Default, the Agent may, and from counselupon the direction of the Required Lenders, shall, record the Mortgage and Assignment of Leases and Rents and file UCC financing statements and fixture filings with respect thereto as deemed necessary by Agent in the public records without any further action of or notice to the Borrower or any other party and without waiving such Event of Default. In addition, the Borrower shall promptly deliver or cause to be delivered to the Agent such further documents as may be reasonably requested by the Agent relating to such Real Estate, including without limitation, owner’s affidavits, updated legal opinions and copies of leases and such changes to the Mortgage and Assignment of Leases and Rents as may be necessary or desirable to comply with changes in applicable law. In connection with the recording of the Mortgage and Assignment of Leases and Rents, the Agent may obtain, at the Borrower’s sole cost and expense, a mortgagee’s title insurance policy with respect to each Mortgaged Property encumbered by such Mortgage and Assignment of Leases and Rents in such amount as is determined by the Agent. The Borrower shall upon demand pay the cost of any such mortgagee’s title insurance policy, the cost of any updated UCC searches, all recording costs and fees, and any and all intangible taxes or other documentary or mortgage taxes, assessments or charges which are demanded in connection with the recording of any of the Mortgages or Assignments of Leases and Rents. In addition, the Borrower shall pay within five (5) days after demand any and all costs, fees, intangible tax, documentary or mortgage tax, assessments or charges as are demanded by any governmental authority by reason of any Mortgage or Assignment of Leases and Rents to Agent prior to the recording of the same. In the event that the Borrower fails to pay such amounts as provided in this section, then the Banks may advance such amounts as are required to be paid as Loans hereunder, which Loans shall bear interest at the Default Rate.
(e) Within ten (10) days of the Borrower acquiring, forming, holding or otherwise receiving or owning after the Closing Date any Equity Interest in a Subsidiary or Unconsolidated Affiliates (other than an Equity Interest in a Subsidiary that is covered by §5.4(a) or that is an Unpledgeable Interest), the Borrower shall cause to be delivered to the Agent each of the following in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding : (i) a supplement or amendment to the foregoingAssignment of Interests (or if no Assignment of Interests has been executed by the applicable party, then the Assignment of Interests) executed by the Borrower shall not be required to grant or the applicable Subsidiary, subjecting such Equity Interest (or interest therein) to the Administrative Agent Lien of the Assignment of Interests; (ii) all original existing certificates, if any, representing shares of Equity Interests pledged pursuant to the Assignment of Interests, together with an undated stock or similar power for each such certificate executed in blank by a Lien upon duly authorized officer of Borrower or such Subsidiary, together with an Acknowledgement substantially in the Capital Stock form of Exhibit G to the Assignment of Interests, duly executed by any Immaterial Subsidiary.
issuer of such Equity Interest; (biii) With respect all formation and organizational agreements relating to any Person thatto which such pledged Equity Interest relate as Agent may reasonably require; (iv) results from a recent UCC lien search as to Borrower or the applicable Subsidiary in such jurisdictions as Agent may designate, subsequent which results shall be satisfactory to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee Agent; and (iiv) if requested by the Administrative Agent or the Required Lenderssuch certified organizational documents, deliver to the Administrative Agent updated good standing certificates, resolutions, incumbency certificates, legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, other documents as Agent may reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderrequire.
Appears in 1 contract
Sources: Credit Agreement (GTJ Reit, Inc.)
Additional Collateral. (a) With Subject to subsections 8.9(f) and (g), with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower Company or any of its Subsidiaries the Subsidiary Guarantors that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (but, in any event, excluding (w) any assets described in paragraph (b) or (c) of this subsection, (x) assets acquired or owned pursuant to subsection 9.6(h) that are not (I) equity interests to the extent that a pledge of such interests would not be prohibited under the governing documents or agreements with respect to the entity to which such interests relate or by any agreements to which such entity is a party or (II) assets of Subsidiary Guarantors, (y) immaterial assets and (z) Receivables Facility Assets), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing jurisdictions as may be reasonably requested by the Administrative Agent.
(b) With respect to any Person that is or becomes a Subsidiary (other than (w) any Immaterial Subsidiary (so long as such Subsidiary remains an Immaterial Subsidiary), (x) subject to the provisions of subsection 8.9(g), any Receivables SPV and (y) any Foreign Subsidiary), promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Collateral Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on any Capital Stock of such Subsidiary, (ii) after the Discharge of First Lien Obligations, deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Company or such Subsidiary, as the case may be, and (iii) if cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and the Subsidiary Security Agreement or such comparable documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable to cause the Lien created by the Subsidiary Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent.
(c) With respect to any Person that is or becomes a Foreign Subsidiary (excluding any Immaterial Subsidiary so long as it remains as such), promptly: (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Required Collateral Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the total combined voting equity or its equivalent of any such Foreign Subsidiary be required to be so pledged, although all non-voting equity and its equivalent which is owned by the Company or any of its Domestic Subsidiaries shall be required to be so pledged) and (ii) if such Capital Stock is issued in certificated form, after the Discharge of First Lien Obligations, deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Company or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock, and if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding .
(d) In the foregoingevent that at any time after the Closing Date, any Subsidiary which was previously an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, the Borrower Company shall not cause such Subsidiary to take all action, if any, that would be required pursuant to preceding subsections 8.9(b) and (c) with respect to a Person which then became a Subsidiary.
(e) Within 60 days of the Closing Date (or such longer period as may be reasonably agreed to by the Administrative Agent), the Administrative Agent shall have received (i) fully executed counterparts of deeds of trust, mortgages and similar documents in each case in form and substance reasonably satisfactory to the Administrative Agent and substantially in the form of Exhibit L (each a "Mortgage" and collectively, the "Mortgages") covering all the Mortgaged Properties, and arrangements reasonably satisfactory to the Administrative Agent shall be in place to provide that counterparts of such Mortgages shall be promptly recorded upon execution in all places to the extent necessary or desirable, in the reasonable judgment of the Administrative Agent, effectively to create a valid and enforceable second priority (or, after the Discharge of First Lien Obligations, first priority) Lien, subject only to Permitted Liens, on each Mortgaged Property in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Lenders, (ii) a lender's title insurance policy, paid for by the Company, issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Administrative Agent, in form and substance reasonably acceptable to the Administrative Agent, insuring each Mortgage as a first (or, prior to the Discharge of First Lien Obligations, second) lien on the relevant Mortgaged Property and subject only to Liens expressly agreed to by the Administrative Agent and (iii) such appropriate surveys of any parcel of mortgaged Real Property as are reasonably required by the Administrative Agent.
(f) Upon the request of the Administrative Agent, the Company will, and will cause its Wholly-Owned Subsidiary Guarantors to, promptly grant to the Administrative Agent a Lien upon Agent, within 60 days of such request, security interests and mortgages (an "Additional Mortgage") in such owned Real Property of the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person Company and its Domestic Subsidiaries as are acquired after the Closing Date by the Company or such Subsidiary and that, subsequent together with any improvements thereon, individually have a value of at least $5,000,000, as additional security for the obligations of the Credit Parties under any Credit Document (unless the subject property is already mortgaged to a third party other than the First Lien Administrative Agent, to the Original Closing Dateextent permitted by subsection 9.2) (it being understood that the provisions of this subsection 8.9(f) will apply to the Real Property subject to the Industrial Revenue Bonds at such time that the Industrial Revenue Bonds are repaid, becomes a direct as if such Real Property were acquired on the date of such repayment). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens and such other Liens reasonably acceptable to the Administrative Agent. The Additional Mortgages or indirect Subsidiary instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary Administrative Agent required to become a party be granted pursuant to the Subsidiary Pledge Agreement Additional Mortgages and the Subsidiary Guarantee all taxes, fees and (ii) if other charges payable in connection therewith shall be paid in full. If requested by the Administrative Agent or the Required Lenders, deliver the Company shall provide a lender's title policy with respect to each such Additional Mortgage conforming to the Administrative Agent legal opinions relating to the matters described in clause requirements of subsection 8.9(e).
(ig) immediately precedingAll capital stock of each Receivables SPV, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value)any, shall be required to be pledged hereunderpursuant to the Collateral Agreement; provided that (A) to the extent prohibited by the relevant Receivables Facility (and so long as such Receivables Facility is in effect and contains such prohibition), no security interest will be required in the Capital Stock of the respective Receivables SPV and (B) to the extent the stock of a Receivables SPV is required to be pledged to secure amounts owing under the respective Receivables Facility, the Company shall use commercially reasonable efforts to grant a second (or, prior to the Discharge of First Lien Obligations, third) priority perfected security interest in such Capital Stock to secure the obligations pursuant to the Credit Documents (and shall take all action in connection therewith as may reasonably be requested by the Administrative Agent).
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Domestic Subsidiaries which is a Material Subsidiary that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assetsdescribed in paragraph (b) or (c) of this subsection and (z) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions deemed necessary or advisable by the Agent to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding Without limiting the generality of the foregoing, the Borrower shall not take or cause to be required taken all actions necessary to grant cause the representation set forth in Section 4.8(b) of the Global Security Agreement to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiarybe true and correct at all times.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Material Subsidiary (other than a Foreign Subsidiary), promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Agent: (i) become a party to the Global Security Agreement to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Material Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Material Subsidiary, as the case may be, (iii) cause such new Material Subsidiary (A) to become a party to the Subsidiary Pledge Global Security Agreement and (B) to take all actions deemed necessary or advisable by the Subsidiary Guarantee and (ii) if Agent to cause the Lien created by the Global Security Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent or and (iv) if reasonably requested by the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.the
Appears in 1 contract
Additional Collateral. The Borrower shall deliver to the Agent not later than thirty (a30) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired days after the Original Closing Date date of Amendment No. 2
(i) the duly executed Mortgages in recordable form sufficient to create in favor of the Agent a first priority Lien on the real property described therein which real property is described on Schedule 4.4 attached hereto, (ii) Assignments of Lease pursuant to which the Borrower, Parent or Subsidiary, party to each lease covered thereby, assign to the Agent all of its interest in such lease to the extent assignable, and (iii) applications, together with motor vehicle titles, pursuant to which a Lien in favor of the Agent is to be recorded on each such title, covering each motor vehicle owned by the Borrower or any of its Subsidiaries that is intended and currently titled in the name of Borrower or any Subsidiary. The Borrower shall use commercially reasonable efforts to cause any vehicle owned by Borrower or any of its Subsidiaries, but not titled in the name of Borrower or any of its Subsidiaries, to be subject titled in the correct entity's name as promptly as practicable, and to deliver applications, together with motor vehicle titles, pursuant to which a Lien in favor of the Agent is to be recorded on each such title within 30 days following the receipt of title in the correct entity's name. In addition, Borrower and its Subsidiaries shall use commercially reasonable efforts to obtain from each landlord party to the Lien created leases described in the Assignment of Leases a landlord waiver and consent in form reasonably acceptable to the Agent. Neither the Borrower nor any Subsidiary shall be entitled to renew any lease identified on Schedule 4.4 attached hereto as to which there has not been delivered to the Agent an Assignment of Lease and a landlord waiver and consent acceptable to the Agent.
Section 8.1 is hereby amended by any of the Pledge Agreements but adding new subsections (h), (i), (j) and (k) thereto which is not so subject, promptly subsections shall read as follows:
(and in any event h) within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit end of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenderseach calendar month, deliver to the Administrative Agent legal opinions relating to and each Lender a consolidated balance sheet of the matters described in clauses Parent and its Subsidiaries as at the end of such month and the related consolidated statement of income for such month and for the period from the beginning of the then current Fiscal Year through the end of such month;
(i) and (ii) immediately precedingcommencing September 15, which opinions shall be 2000, within 5 days after the end of each week a report as to the amount of Consolidated Revenues for such week in form and substance, and from counsel, reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding ;
(j) prior to September 15, 2000, provide copies of the foregoing, the Borrower shall not be required to grant Flash Reports used by management promptly after receipt by management; and
(k) on or before Thursday of each week deliver to the Administrative Agent a Lien upon projected cash flow forecast for the Capital Stock next following period of any Immaterial Subsidiaryeight consecutive weeks and not later than Monday of each week a variance report showing the variance from the prior week's period forecast of projected cash flow."
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such A new Subsidiary Section 8.21 is hereby added to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, Article VIII which opinions section shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.read as follows:
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in paragraph (b) or (c) of this subsection), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Subsidiary, promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Agent: (i) execute and deliver to the Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the applicable Stock Pledge Agreement as the Agent shall deem necessary or advisable to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a Guarantor and a party to a Security Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Subsidiary Pledge Agreement and the Subsidiary Guarantee Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by such Security Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. .
(c) Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary constituting a "controlled foreign corporation," as defined in Section 957 of the Borrower Code, shall be required to execute deliver any guaranty of the Loan Obligations or grant a Subsidiary Guarantee security interest in any of its property to secure any such guaranty, and neither Borrower nor any of its Domestic Subsidiaries shall be required to pledge more than sixty-five percent (65%) (or Subsidiary Pledge Agreementother applicable greater percentage) of the voting equity securities of any such Foreign Subsidiary, and no more than 65% Foreign Subsidiary shall be required to pledge any of the Capital Stock equity securities of or equity interests its Subsidiaries that constitute Foreign Subsidiaries, as security for the Loan Obligations, to the extent, in any Foreign such case, such guaranty or granting, or a pledge of additional equity securities, would result in material and adverse tax consequences to Borrower under Section 956 of the Code as determined by Agent in its good faith determination.
(d) Notwithstanding anything to the contrary in this subsection 5.10, paragraphs (a) and (b) shall not apply to any property or Domestic Subsidiary created or acquired after the Closing Date, as applicable, to which the Agent has determined in advance and in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein.
(e) If the Borrower or any Subsidiary creates any initial or additional Lien pursuant to subsection 6.3(l) upon any of its property, assets or revenues to secure Indebtedness incurred under subsection 6.2(i), such Borrower or Subsidiary shall simultaneously (i) grant a first priority Lien on such property, assets or revenues to secure the Loan Obligations and (ii) shall enter into an intercreditor and subordination agreement with the to-be-holders of such Indebtedness and the Agent, for the benefit of the Lenders, in form and substance satisfactory to the Agent. If any Subsidiary that is not a Guarantor guarantees the payment of Indebtedness incurred under subsection 6.2(i) of the Borrower or any of its Subsidiaries if more than 65% of the assets of Subsidiary, then such Subsidiary are securities of foreign companies (such determination shall simultaneously become a party to be made on the basis of fair market value), shall be required to be pledged hereundera Security Agreement and a Guarantor.
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject Person that, subsequent to the Lien created by any of the Pledge Agreements but which is not so subjectEffective Date, promptly becomes a Domestic Subsidiary (and in any event within 30 days after the acquisition thereof): other than a Credit Card Subsidiary) promptly: (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the relevant Pledge Agreements or such other documents Master Security Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Agent a Lien on the Capital Stock of such Domestic Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the pledgor thereof, (iiiii) cause such new Domestic Subsidiary (A) to become a party to the Master Security Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (B) to take all actions reasonably deemed necessary or advisable by the Administrative Agent to cause such the Lien created by the Master Security Agreement to be duly perfected (to the extent contemplated therein and in the other Loan Documents) in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank therefor(it being agreed that for any such Domestic Subsidiary that is not a debtor-in-possession, and no action shall be required pursuant to this clause (iii) to perfect a Lien in assets that would not constitute UCC Filing Collateral or in assets constituting UCC Filing Collateral if such perfection relates to assets constituting UCC Filing Collateral with an aggregate book value of less than $1,000,000) and (iv) with respect to assets of any such Domestic Subsidiary with a book value in excess of $l,000,000 that are perfected under the laws of any jurisdiction, if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i), (ii) and (iiiii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Effective Date, becomes a direct Foreign Subsidiary with a net worth in excess of $l,000,000 or indirect Subsidiary Inventory with a book value in excess of $1,000,000, promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Administrative Agent: (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement execute and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating a new pledge agreement or such amendments to the matters described in clause (i) immediately preceding, which opinions Master Security Agreement as the Administrative Agent shall be in form and substance, and from counsel, reasonably satisfactory deem necessary or advisable to grant to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute Agent a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.Lien
Appears in 1 contract
Sources: Post Petition Credit Agreement (Service Merchandise Co Inc)
Additional Collateral. (a) With respect to any Capital Stock new Subsidiary (other than any type of any newly Subsidiary referred to in clause (x) or (y) below so long as it qualifies as such or is subject to the restrictions referred to therein) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that (x) any Non-Recourse Subsidiary, Shell Subsidiary, Excluded Acquired Subsidiary, Qualified LaGrange Entity or Regulated Subsidiary ceases to qualify as such, or (y) any Subsidiary previously prohibited from, or unable to become, a Subsidiary Guarantor pursuant to Qualified Credit Support Limitations contained in the CCH Senior Note Indenture or any Qualified Indebtedness of any Qualified Parent Company that is intended to be subject to the Lien created by any a member of the Pledge Agreements but which is CCI Group shall be permitted or able to become a Subsidiary Guarantor or such Indebtedness shall no longer be outstanding, it being understood that such Subsidiaries will not so subjectbe required to become Subsidiary Guarantors until such time), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a Lien on perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such Capital Stocknew Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, limited in the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary, and (ii) take all actions necessary or advisable any Collateral with respect to cause such Lien to be duly perfected new Subsidiary as described in accordance with all applicable Requirements of Lawthe relevant Guarantee and Collateral Agreement, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iiib) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in clauses blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) except in the case of a Foreign Subsidiary, cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the relevant Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Capital Stock of any Immaterial Subsidiary.
(b) With Collateral described in the relevant Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary CCO Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Additional Collateral. (a) With respect to In the event that, after the execution and delivery of the Pledge Agreement, (i) the Borrower or any Capital Stock of Restricted Subsidiary shall form or acquire any newly created or acquired new Restricted Subsidiary or shall acquire any newly issued Capital Stock of ownership interest in any existing Subsidiary acquired after the Original Closing Date by other Person which is an Affiliate (including any Person in which the Borrower or any of its Restricted Subsidiaries has an Investment on the date hereof that is intended to becomes a Restricted Subsidiary or an Affiliate) or (ii) additional shares of capital stock or other equity interests shall be subject issued by any Restricted Subsidiary or Affiliate to the Lien created by Borrower or any Restricted Subsidiary, then at the request of the Administrative Agent, the Borrower agrees to deliver, and agrees to cause the Restricted Subsidiary (if any) holding the shares of capital stock or other equity interests of such new Restricted Subsidiary or Affiliate to become a party as a pledgor to the Pledge Agreements but which is Agreement (if not so subjectthen a party thereto) and to deliver, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments pursuant to the relevant Pledge Agreements Agreement the certificates evidencing the shares of stock or equity interests of such new Restricted Subsidiary or Affiliate or such additional shares of stock or equity interests, as the case may be, in each case accompanied by undated stock or transfer powers executed in blank and to take such other documents action (including, without limitation, execution and delivery of an amendment to the Pledge Agreement or any annex thereto in form and substance satisfactory to the Administrative Agent), as the Administrative Agent shall deem necessary request to perfect the security interest created therein pursuant to the Pledge Agreement.
(b) Within 30 days after the execution and delivery by the Borrower of the long-haul capacity agreement publicly announced on April 2, 1998 with Qwest Communications International Inc. (but in no event earlier than the Closing Date), the Borrower shall execute and deliver in favor of the Administrative Agent a security agreement (or advisable an amendment to grant the Pledge Agreement) in form and substance satisfactory to the Administrative Agent, Agent pursuant to which the Borrower will create a first priority perfected security interest in the Borrower's rights in such agreement for the benefit of the Lenders, a Lien on and take such Capital Stockother action (including, (ii) take all actions necessary or advisable without limitation, the filing of Uniform Commercial Code financing statements and using reasonable efforts to cause the counterparty to such Lien agreement to be duly perfected in accordance with all applicable Requirements of Law, including delivering all execute a consent and acknowledgment to such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be security interest in form and substance, and from counsel, reasonably substance satisfactory to the Administrative Agent. Notwithstanding the foregoing), the Borrower shall not be required to grant to as the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryshall request to perfect such security interest.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Sources: Credit Agreement (Verio Inc)
Additional Collateral. (a) With respect to any Capital Stock Real Property of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended Subsidiary, whether now owned or acquired after the date hereof, the Borrower or such Subsidiary shall, promptly upon request therefor by the Agent, grant or cause to be subject granted to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Mortgage Lien on such Capital Stock, (ii) take all actions necessary any or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to Real Property, upon terms substantially the Administrative Agent together with undated stock powers executed same as those set forth in blank thereforthe Mortgages, and (iii) if such other terms as may be reasonably requested by the Administrative Agent or the Required Lenders, deliver with respect to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substanceparticular collateral, and from counselsubject only to those types of Liens permitted by Section 6.01; provided, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoinghowever, the that -------- ------- neither Borrower nor any Subsidiary shall not be required to grant to a Mortgage Lien on any such Real Property if the Administrative Agent granting of such Mortgage Lien would conflict with or constitute a default under any document or instrument creating a Lien upon permitted by Section 6.01(d). The Borrower, at its own expense, shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, and thereafter cause to be registered, filed or recorded, in each appropriate governmental office, any document or instrument deemed by the Capital Stock Lender to be necessary or desirable for the creation and perfection of any Immaterial Subsidiarythe foregoing Liens and shall pay all taxes and fees related to such registration, filing or recording.
(b) With respect to Upon the creation or acquisition of any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the BorrowerBorrower after the date hereof, promptly (and in any event within 30 days after such Person becomes a Subsidiary): the Borrower shall immediately (i) cause such new Subsidiary to become a party pledge to the Agent for the benefit of the Lenders all of the issued and outstanding Capital Stock of such Subsidiary Pledge Agreement pursuant to a pledge agreement in form and substance satisfactory to the Subsidiary Guarantee Agent, and (ii) if requested by the Administrative Agent or the Required Lenders, cause each such Subsidiary to execute and deliver to the Administrative Agent legal opinions relating for the benefit of the Lenders the Subsidiary Guaranty, the Subsidiary Security Agreement and such other Collateral Documents as the Agent may request; provided, however, that the Agent -------- ------- hereby agrees to subordinate such Subsidiary's obligations under the matters described Subsidiary Guaranty to such Subsidiary's obligations with respect to any Permitted Seller Indebtedness incurred in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, connection with the acquisition of such Subsidiary on customary terms reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing.
(c) Subject to Section 5.09(a) and (b), no Immaterial Subsidiary or Foreign Subsidiary upon consummation of any Investment in excess of $100,000, the Borrower shall be required pledge such Investment to execute a Subsidiary Guarantee or Subsidiary Pledge Agreementthe Agent for the benefit of the Lenders as additional Collateral, and no more than 65% shall take any and all action necessary to perfect and protect the lien or security interest created thereby. Third Amended and Restated Senior Secured Credit Agreement
(d) Notwithstanding the foregoing provisions of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower this Section 5.09 or any other provision hereof, unless the Agent shall specifically waive this Section 5.09(d) in writing, all additional collateral consisting of its Subsidiaries if more than 65% of Real Property in California shall secure only the assets of such Subsidiary are securities of foreign companies (such determination to be made on Specified Mortgage Loan Obligations and all other additional collateral shall secure the basis of fair market value), shall be required to be pledged hereunderSenior Secured Obligations.
Appears in 1 contract
Sources: Senior Secured Credit Agreement (Cb Commercial Real Estate Services Group Inc)
Additional Collateral. (a) With Subject to subsection 7.9(d), with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (but, in any event, excluding (i) any assets described in paragraph (b) or (c) of this subsection, (ii) assets acquired or owned pursuant to subsection 8.6(h) and (iii) immaterial assets, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing jurisdictions as may be reasonably requested by the Administrative Agent.
(b) With respect to any Person that is or becomes a Subsidiary (other than any Foreign Subsidiary of the Borrower) that has material assets, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant Security Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and (iii) if cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and/or the Collateral Agreement or such comparable documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable to cause the Lien created by the Collateral Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent.
(c) With respect to any Person that is or becomes a Foreign Subsidiary of the Borrower and that has material assets, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Required relevant Security Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Foreign Subsidiary be required to be so pledged), and (ii) if such Capital Stock is issued in certificated form, deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock, and if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding .
(d) Upon the foregoingrequest of the Administrative Agent, the Borrower shall not be required to will, and will cause its Domestic Subsidiaries to, promptly grant to the Administrative Agent a Lien upon Agent, within 60 days of such request, security interests and Mortgages in such owned Real Property of the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person Borrower and its Domestic Subsidiaries as are acquired after the Closing Date by the Borrower or such Subsidiary and that, subsequent to together with any improvements thereon, individually have a value of at least $5,000,000, as additional security for the Original Closing Date, becomes a direct or indirect Subsidiary obligations of the Borrower, promptly Credit Parties under any Credit Document (and in any event within 30 days after such Person becomes unless the subject property is already mortgaged to a Subsidiary): (i) cause such new Subsidiary to become a third party to the Subsidiary Pledge Agreement extent permitted by subsection 8.2). Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Subsidiary Guarantee Administrative Agent and (ii) if shall constitute valid and enforceable perfected Liens subject only to Permitted Liens and such other Liens reasonably acceptable to the Administrative Agent. The Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be granted pursuant to the Mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. If requested by the Administrative Agent or the Required Lenders, deliver the Borrower shall provide a lender's title policy with respect to each such Mortgage paid for by the Borrower, issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Administrative Agent legal opinions relating to the matters described in clause (i) immediately precedingAgent, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory acceptable to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute insuring each Mortgage as a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made first lien on the basis of fair market value), shall be required relevant Mortgaged Property and subject only to be pledged hereunderLiens expressly agreed to by the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Jostens Inc)
Additional Collateral. (a) With Subject to subsection 7.9(e), with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower Company or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (y) any assets described in paragraph (b) or (c) of this subsection and (z) immaterial assets), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, and (ii) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Document in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing jurisdictions as may be reasonably requested by the Administrative Agent.
(b) With respect to any Person that is or becomes a Subsidiary (other than any Foreign Subsidiary) that has material assets, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant Pledge Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Company or such Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) to become a party to a subsidiary guarantee and a subsidiary security agreement, in each case pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable to cause the Lien created by the subsidiary security agreement to be duly perfected to the extent required by such security agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent.
(c) With respect to any Person that is or becomes a Foreign Subsidiary and that has material assets, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the relevant Pledge Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Company or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock, and if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding .
(d) Within 60 days of the foregoingClosing Date, the Borrower Administrative Agent shall not have received (i) fully executed counterparts of deeds of trust, leasehold deeds of trust, mortgages, leasehold mortgages and similar documents in each case in form and substance reasonably satisfactory to the Administrative Agent and substantially in the form of Exhibit M (each a "Mortgage" and collectively, the "Mortgages") covering all the Mortgaged Properties, and arrangements reasonably satisfactory to the Administrative Agent shall be in place to provide that counterparts of such Mortgages shall be promptly recorded upon execution in all places to the extent necessary or desirable, in the judgment of the Administrative Agent, effectively to create a valid and enforceable first priority Lien, subject only to Permitted Liens, on each Mortgaged Property in favor of the Administrative Agent (or such other trustee as may be required or desired under local law) for the benefit of the Lenders, (ii) a lender's title insurance policy, paid for by the Borrower, issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Administrative Agent, in form and substance reasonably acceptable to the Agent, insuring each Mortgage as a first lien on the relevant Mortgaged Property and subject only to Liens expressly agreed to by the Administrative Agent and (iii) such other documents (including without limitation, current ALTA/ASCM surveys of any parcel of Real Property made in accordance with ALTA/ASCM standards, including Table A, Items Nos. 1-4 and 6- 13) as are reasonably required by the Administrative Agent.
(e) Upon the request of the Administrative Agent or the Required Lenders, the Company will, and will cause its Domestic Subsidiaries to, grant to the Administrative Agent a Lien upon Agent, within 60 days of such request, security interests and mortgages (an "Additional Mortgage") in such owned Real Property of the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person Company and its Domestic Subsidiaries as are acquired after the Closing Date by the Company or such Subsidiary and that, subsequent together with any improvements thereon, individually have a value of at least $1,000,000, as additional security for the obligations of the Credit Parties under any Credit Document. Such Mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Original Closing DateAdministrative Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens and such other Liens reasonably acceptable to the Administrative Agent. The Additional Mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, becomes a direct or indirect Subsidiary perfect, preserve and protect the Liens in favor of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary Administrative Agent required to become a party be granted pursuant to the Subsidiary Pledge Agreement Additional Mortgages and the Subsidiary Guarantee all taxes, fees and (ii) if other charges payable in connection therewith shall be paid in full. If requested by the Administrative Agent or the Required Lenders, deliver the Company shall provide a lender's title policy with respect to each such Additional Mortgage conforming to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary requirements of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market valuesubsection 7.9(d), shall be required to be pledged hereunder.
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of In connection with any existing Subsidiary acquired after Borrowing Base Property or the Original Closing Date by the Borrower or any addition of a Borrowing Base Property as an Additional Borrowing Base Property, each Loan Party covenants and agrees that it shall, and shall cause each of its Subsidiaries that is intended (each such Loan Party and Subsidiary herein referred to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectas an “Additional Pledgor”) to, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents documents, instruments, agreements and certificates as the Administrative Agent shall deem necessary may reasonably request, including any amendments to or advisable additional Security Documents (the “Additional Security Documents”), in order to grant to the Administrative Agent, for the benefit of the Lenders, the best possible first priority lien and security interest in as much of the Equity Interests and/or Distribution Interests (or such portion thereof) in each Person owning or leasing a Lien Student Housing Property included as a Borrowing Base Property as may be granted by any such Additional Pledgor without the consent (which shall not, for the avoidance of doubt, include mere notice) to any unaffiliated third party. In furtherance of the foregoing, each Loan Party covenants and agrees to, on such Capital Stocka commercially reasonable best efforts basis, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Lawenter into loan documentation, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, upon terms and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, conditions reasonably satisfactory to the Administrative Agent, in connection with any refinancing, prepayment or repayment of any indebtedness of the Borrower or any Wholly Owned Subsidiary which owns or leases a Borrowing Base Property, whether or not secured by such Borrowing Base Property, which permits, or removes or terminates any prohibition on, the granting of a pledge of Equity Interests or Distribution Interests (or any portion thereof) in any such Subsidiary so as to permit the best possible first priority lien and security interest in as much of the Equity Interests and/or Distribution Interests (or such portion thereof) in such Subsidiary in favor of the Administrative Agent and the Lenders. Notwithstanding In connection with the foregoingdelivery of such Additional Security Documents, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, also deliver to the Administrative Agent legal such loan documents, organizational agreements, UCC search results, resolutions, consents, opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, other documents and from counsel, reasonably satisfactory to instruments as the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderAgent may reasonably require.
Appears in 1 contract
Sources: Senior Secured Term Loan Agreement (American Campus Communities Inc)
Additional Collateral. (a) With respect The Borrower shall use its best efforts to any Capital Stock of any newly created deliver or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended cause to be subject delivered to the Lien created by any of Collateral Agent the Pledge Agreements but which is not so subjectfollowing items on or before February 1, promptly (2002, and in any event within 30 days after shall deliver or cause to be delivered to the acquisition thereof): Collateral Agent the following items on or before the later of (a) February 23, 2002 or (b) the date that Borrower, the Administrative Agent and the Required Lenders have entered into an amendment to this Agreement amending the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio to levels which are mutually satisfactory, which amendment may contain such other terms and conditions as may be required by the Administrative Agent and the Required Lenders: (i) execute a Subsidiary Guarantee and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative AgentSubsidiary Subordination Agreement executed by Kenwood Silver Company, for the benefit of the Lenders, a Lien on such Capital StockInc., (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be instruments in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingCollateral Agent pursuant to which Kenwood Silver Company, the Borrower Inc. shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Security Documents granting to the Collateral Agent a perfected first priority security interest in or pledge of all of its tangible and intangible assets (other than Deposit Accounts), (iii) Mortgages executed by Borrower and any Subsidiary Pledge Agreement owning Mortgaged Property granting the Collateral Agent a mortgage Lien on all Mortgaged Property, (iv) fully paid mortgagee title insurance policies (or binding commitments to issue title insurance policies, marked to the satisfaction of the Collateral Agent to evidence the form of such policies to be delivered with respect to the Mortgages) in standard ALTA form, issued by a title insurance company satisfactory to the Collateral Agent in an amount not less than the amount of the Mortgages (except as the Collateral Agent may otherwise agree), insuring the Mortgages to create valid Liens on the Mortgaged Property with no exceptions which the Collateral Agent shall not have approved in writing, (v) instrument surveys dated within 60 days of delivery of all Mortgaged Property prepared by land surveyors acceptable to the Collateral Agent showing the courses and distances of all boundaries of the Mortgaged Property and the Subsidiary Guarantee location of all improvements, fences, driveways, encroachments and easements affecting or appurtenant to the Mortgaged Property, with the surveys certified to the Collateral Agent and the title insurance company, (vi) a report from an independent real estate appraisal firm acceptable to the Collateral Agent certifying to the Collateral Agent the orderly liquidation value of Borrower's main plant and knife plant in Sherrill, New York and the main plant of Buffalo China, Inc. in Buffalo, New York, (vii) insurance certificates in form satisfactory to the Collateral Agent naming the Collateral Agent a loss payee or mortgagee (as the case may be) with respect to the assets of Kenwood Silver Company, Inc. and the Mortgaged Property, and (iiviii) if requested by such other instruments and documents as the Collateral Agent may reasonably request incidental to any of the foregoing. Provided Borrower, the Administrative Agent or and the Required LendersLenders have entered into a mutually acceptable amendment amending the Consolidated Interest Coverage Ratio and the Consolidated Leverage Ratio, Borrower shall deliver or cause to be delivered to the Administrative Collateral Agent legal opinions relating the foregoing items as and when they become available, including, without limitation, Mortgages on each parcel comprising the Mortgaged Property without the necessity of waiting until the title insurance policies, surveys and other required documents with respect to the matters described in clause (iall Mortgaged Property shall become available.
3.26 Section 6.01(h) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required Credit Agreement is amended to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.read as follows:
Appears in 1 contract
Sources: Credit Agreement (Oneida LTD)
Additional Collateral. As soon as practicable after (ax) With respect to any Capital Stock of any newly created or acquired Subsidiary the acquisition by the Issuer or any newly issued Capital Stock Guarantor of (A) any existing Subsidiary acquired after asset or property of the Original Closing Date type which constitutes personal property with a fair market value (as determined in good faith by such Issuer or Guarantor and set forth in an Officers’ Certificate delivered to the Trustee) in excess of $5,000,000 individually or $10,000,000 in the aggregate or (B) a fee interest in Real Property located in the United States having a book value or estimated fair market value in excess of $2,500,000 (as determined in good faith by the Borrower Board of Directors of the Issuer or any such Guarantor and set forth in an Officers’ Certificate delivered to the Trustee) and to the extent not an Excluded Asset and (y) the designation of its Subsidiaries an Unrestricted Subsidiary as a Restricted Subsidiary:
(i) the Issuer or applicable Guarantor, as the case may be, and the Collateral Agent shall enter into such amendments or supplements to the Security Documents or such additional Mortgages (in each case in registrable or recordable form) and other Security Documents, and, at or prior to the times required by this Indenture or the Security Documents, the Issuer shall cause such amendments, supplements, mortgages and other Security Documents to be filed and recorded in all such governmental offices as shall be necessary in order to grant and create a valid first priority Lien on and Security Interest in such after-acquired property in favor of the Collateral Agent (subject to no Liens except Permitted Collateral Liens and Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement)) and the Issuer shall complete all other actions necessary to perfect the Collateral Agent’s Security Interest in such property in accordance with the provisions hereof and the provisions of the applicable Security Documents;
(ii) in the case of additional Collateral which constitutes personal property that is intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and Issuer or applicable Guarantor, as the case may be, shall also deliver to the Administrative Trustee and Collateral Agent the following:
(A) an Opinion of Counsel required pursuant to Section 10.2 below;
(B) an Officers’ Certificate of the Issuer stating that any specific Liens on such amendments personal property are Permitted Collateral Liens;
(C) evidence of payment or a closing statement indicating payments to be made of all filing fees, recording charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Trustee and Collateral Agent (and any local counsel) that may be incurred to validly and effectively subject such personal property to the relevant Pledge Agreements Lien of any applicable Security Document to perfect such Liens; and
(D) UCC, judgment, bankruptcy, tax lien and intellectual property searches confirming that such personal property is subject to no Liens other than Permitted Collateral Liens;
(iii) in the case of additional Collateral which constitutes Real Property, the Issuer or applicable Guarantor, as the case may be, shall also deliver to the Trustee and the Collateral Agent the following:
(A) to the extent the value of such Real Property (as determined in good faith by the Issuer and set forth in an Officers’ Certificate delivered to the Trustee) (1) exceeds $10,000,000, a title insurance policy or an endorsement to an existing title insurance policy, or its equivalent, and in an amount at least equal to 100% of the purchase price of such Real Property to the extent permitted by the laws of the local jurisdiction and in compliance with the Title Company’s underwriting policies (or, if such property was not purchased or such other documents purchase price cannot be determined by the Issuer, the fair market value thereof as reasonably determined in good faith by the Administrative Agent shall deem necessary or advisable to grant Board of Directors and set forth in an Officers’ Certificate delivered to the Administrative Trustee), in favor of the Collateral Agent insuring that the Lien of the Security Documents or any additional Security Documents constitutes a valid and perfected first priority Security Interest, subject to no Liens except Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement) on such Real Property and containing such endorsements and other assurances of the type described in Section 10.1(c)(ii)(A) and (2) is $10,000,000 or less, title, UCC fixture filing, judgment, bankruptcy and tax lien searches confirming that such Real Property is subject to no Liens other than Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement);
(B) Opinions of Counsel, addressed to the Trustee and the Collateral Agent for its benefit and the benefit of the Secured Parties, from (1) counsel to the Issuer and Guarantors, or other special counsel, as to the due authorization, execution and delivery of the Mortgages by the applicable Issuer or Guarantor and (2) to the extent the value of such Real Property (as determined in good faith by the Issuer and set forth in an Officers’ Certificate delivered to the Trustee) exceeds $10,000,000, local counsel in each jurisdiction where such Real Property is located, as to the enforceability of the Mortgages and such other matters as shall be reasonably requested by the Trustee, in each of the cases described in clauses (1) and (2) of this clause (B), substantially in the form of such opinions of counsel delivered pursuant to Section 10.1(c)(ii)(B);
(C) to the extent the value of such Real Property (as determined in good faith by the Issuer and set forth in an Officers’ Certificate delivered to the Trustee) exceeds $10,000,000, a survey with respect to such Real Property to the extent necessary to cause the Title Company to issue the title insurance policy required by Section 10.1(b)(iii)(A);
(D) policies or certificates of insurances covering the property and assets of the Issuer and the Guarantors, which policies or certificates shall be substantially in the form of the policies or certificates of insurance delivered on the Issue Date, or thereafter pursuant to Section 10.1(c)(i)(E), and reflect the Collateral Agent, for its benefit and the benefit of the Secured Parties, as additional insured and loss payee and mortgagee and shall otherwise bear endorsements of the character contained in the policies or certificates of insurance delivered on the Issue Date;
(E) evidence of payment by the Issuer of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and fixture filings encumbering such Real Property and issuance of the title insurance policy required by Section 10.1(b)(iii)(A);
(F) proper fixture filings under the UCC on Form UCC-1 for filing under the UCC in the appropriate county in which such Real Property is located, desirable to perfect the Security Interests purported to be created by the applicable Mortgage in favor of the Collateral Agent for the benefit of the LendersSecured Parties;
(G) with respect to such Real Property, a Lien on such Capital Stockaffidavits, certificates, information (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (ifinancial data) and instruments of indemnification (iiincluding a so-called “gap” indemnification) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower as shall be required to execute a Subsidiary Guarantee induce the Title Company to issue the title policies and endorsements required by Section 10.1(b)(iii)(A); and
(iv) the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that the documents that have been or Subsidiary Pledge Agreementare therewith delivered to the Trustee pursuant to this Section 10.1(b) (including any amendments, and no more than 65% supplements, mortgages or other Security Documents referred to in paragraph (i) above) conform to the requirements of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderthis Indenture.
Appears in 1 contract
Sources: Indenture (Ryerson Holding Corp)
Additional Collateral. (a) With It is the intention of the parties hereto that the obligations of the Borrower and Bayou (Tennessee) under the Loan Documents and guarantees thereof be secured by a perfected first priority security interest in the Inventory and Accounts of the Borrower and Bayou (Tennessee). Accordingly, with respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Agreement but which is are not so subject, promptly the Borrower and Bayou (and Tennessee) shall, from time to time (and, in any event event, within 30 days after the acquisition thereof): reasonable request by the Administrative Agent to do so), (iA) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements Security Agreement or such other documents as the Administrative Collateral Agent shall reasonably deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (iiB) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements requirements of Lawlaw, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be reasonably requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iiiC) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (iA) and (iiB) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect domestic Recourse Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): upon the request of the Administrative Agent:
(i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement Guarantee, pursuant to documentation which is in form and substance reasonably satisfactory to the Subsidiary Guarantee Administrative Agent and (ii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock new Subsidiary (other than any type of any newly Subsidiary referred to in the following parenthetical so long as it qualifies as such or is subject to the restrictions referred to therein) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event that is intended any Non-Recourse Subsidiary, Shell Subsidiary, Excluded Acquired Subsidiary or Regulated Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will not be subject required to the Lien created by any of the Pledge Agreements but which is not so subjectbecome Subsidiary Guarantors until such time), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a Lien on perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such Capital Stocknew Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, limited in the case of the Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary, and (ii) take all actions necessary or advisable any Collateral with respect to cause such Lien to be duly perfected new Subsidiary as described in accordance with all applicable Requirements of Lawthe Guarantee and Collateral Agreement, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iiib) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described certificates, if any, representing such Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of -70- the New York UCC), and any intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in clauses blank, executed and delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) except in the case of a Foreign Subsidiary, cause such new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in the Capital Stock of any Immaterial Subsidiary.
(b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Sources: Credit Agreement (Charter Communications, Inc. /Mo/)
Additional Collateral. The Borrower shall (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after as soon as practicable following the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any effectiveness of the Pledge Agreements but which is not so subjectNinth Amendment, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver cause its relevant Subsidiary (or itself) to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to cause the Administrative Agent, for the benefit of the LendersSecured Parties, to have a Lien first priority perfected security interest in the property described on such Capital StockSchedule I to the Ninth Amendment (subject to Liens permitted hereunder), (ii) take all actions necessary cause each Foreign Subsidiary (including each Foreign Subsidiary acquired or advisable formed following the effectiveness of the Ninth Amendment), subject to cause exceptions agreed to by the Administrative Agent based on the value to the Secured Parties of any such Lien guaranty and the cost to be duly perfected in accordance with all applicable Requirements the Borrower and its Subsidiaries of Lawproviding such guaranty, including delivering all such original certificates evidencing such Capital Stock to execute and deliver to the Administrative Agent together a supplement to the Subsidiary Guaranty for the purpose of becoming a guarantor thereunder, which supplement shall be substantially in the form of Annex I attached to the Subsidiary Guaranty (with undated stock powers executed such modifications thereto as are necessary, in blank thereforthe reasonable judgment of the Administrative Agent, to cause the Subsidiary Guaranty to be the legal, valid, binding and enforceable obligation of such Subsidiary under all applicable laws), and (iii) if requested cause each such Subsidiary to cause the Administrative Agent, for the benefit of the Secured Parties, to have a first priority perfected security interest in all the property (real and personal, tangible and intangible) owned on the date of such effectiveness by such Subsidiary and (except to the extent theretofore provided to the Administrative Agent for the benefit of the Secured Parties) in all Capital Stock of such Subsidiary, in each case subject to Liens permitted hereunder and exceptions agreed to by the Administrative Agent or based on the Required Lendersvalue to the Secured Parties of any such security interest and the cost to the Borrower and its Subsidiaries of providing such security interest, and (b) cause each such Subsidiary to cause the Administrative Agent, for the benefit of the Secured Parties, to have a first priority security interest (subject to Liens permitted hereunder and exceptions agreed to by the Administrative Agent based on the value to the Secured Parties of any such security interest and the cost to the Borrower and its Subsidiaries of providing such security interest) in all the property (real and personal, tangible and intangible) owned from time to time after the date of such effectiveness by each such Subsidiary upon the acquisition of such property. The Borrower agrees to use its best efforts to fulfill its obligations under clause (a) of the immediately preceding sentence no later than December 31, 2001. In order to effect the terms of the first sentence of this Section, the Borrower and its Subsidiaries shall execute and deliver to the Administrative Agent such agreements, instruments and documents as it may reasonably request, including amendments and/or supplements to the Subsidiary Guaranty, the Subsidiary Security Agreement, the Subsidiary Pledge Agreement, mortgages and/or deeds of trust, title insurance reports, financing statements and, in the Administrative Agent's reasonable discretion, legal opinions relating (including legal opinions with respect to collateral provided to the matters described Administrative Agent pursuant to the terms of Sections 3.5 and 3.6 of the Ninth Amendment), in clauses (i) and (ii) immediately preceding, which opinions shall be each case in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Sources: Credit Agreement (Budget Group Inc)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or assets acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired --------------------- after the Original Closing Date by the Borrower ASI or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in paragraph (b) or (c) of this subsection, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary (other than a Foreign Subsidiary), promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by ASI or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of ASI or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and Collateral Agreement pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding .
(c) With respect to any Person that, subsequent to the foregoingClosing Date, no Immaterial Subsidiary or becomes a Foreign Subsidiary, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Administrative Agent a foreign stock pledge agreement relating to the pledge of the shares of such Foreign Subsidiary of the Borrower (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderso pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of ASI or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
Appears in 1 contract
Sources: Credit Agreement (Asi Solutions Inc)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are permitted hereunder or are otherwise intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assets described in paragraph (b) of this Section and (z) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): : (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock jurisdictions as may be requested by the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (iv) any other documents or information set forth in the definition of "Property Information and Deliveries" that is required to be delivered hereunder in connection with such acquisition.
(b) Subject to clause (k) in the definition of "Property Information and Deliveries", with respect to any Person that, subsequent to the Closing Date, becomes a Subsidiary (including any Joint Venture), within 30 days after the date thereof: (i) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (B) to take all actions necessary or advisable to cause the Lien on the assets of such Subsidiary created by the Guarantee and Collateral Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent, (ii) deliver to the Administrative Agent the certificates representing the Capital Stock of such Subsidiary, together with undated stock powers executed and delivered in blank therefor, by a duly authorized officer of the pledgor thereof and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Sources: Credit Agreement (Capstar Hotel Co)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets, other than leasehold interests, acquired after the Original Closing Date by the Borrower Company or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in paragraph (b) or (c) of this subsection), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent (including Mortgages) shall reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such assets, (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law as contemplated by such Security Documents, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, (iii) in the case of a Mortgage, deliver to the Administrative Agent such surveys, policies and other documents as the Administrative Agent would have received pursuant to subsections 8.1(v), 8.1(w), 8.1(x) and 8.1(y) of the Original Credit Agreement if the relevant parcel of real property has been subject to a Mortgage on the Original Closing Date, all in form and substance reasonably satisfactory to the Administrative Agent and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. With respect to any Person that, subsequent to the Original Closing Date, becomes a Subsidiary (other than a Foreign Subsidiary), promptly: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Company or such Subsidiary, as the case may be, (iiiii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement pursuant to an annex to the Guarantee and Collateral Agreement which is in form and substance reasonably satisfactory to the Administrative Agent, (B) to execute and deliver a Mortgage with respect to any parcel of real property owned by it, (C) to take all actions necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement or any such Lien Mortgage to be duly perfected in accordance with all applicable Requirements of LawLaw as contemplated by such Security Documents, including delivering including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (D) to execute and deliver such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary, the authorization of the transactions contemplated hereby and by the other Loan Documents relating to such Subsidiary and any other legal matters relating to such Subsidiary and the Loan Documents to which it is or is to become a party (including, if requested by the Administrative Agent, satisfactory environmental reports or assessments with respect to each parcel of real property covered by a Mortgage), all such original certificates evidencing such Capital Stock in form and substance satisfactory to the Administrative Agent and its counsel, (iv) in the case of a Mortgage, deliver to the Administrative Agent such surveys, policies and other documents as the Administrative Agent would have received pursuant to subsections 8.1(v), 8.1(w), 8.1(x) and 8.1(y) of the Original Credit Agreement if the relevant parcel of real property has been subject to a Mortgage on the Original Closing Date, all in form and substance reasonably satisfactory to the Administrative Agent and (v) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. With respect to any Person that, subsequent to the Original Closing Date, becomes a Foreign Subsidiary, promptly upon the request of the Administrative Agent: (i) to the extent permitted by applicable law, execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Company or such Domestic Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingforegoing provisions of this subsection 9.10, the Borrower (i) neither Newco nor KCI International shall not be required to grant to the Administrative Agent a Lien upon ▇▇▇▇▇ ▇ ▇▇▇▇ on the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person thatKCII owned by it, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lendersnone of KCII, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form KCI International and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower KCII Holdings LLC shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement▇▇▇▇▇ ▇ ▇▇▇▇ on the Capital Stock of EMD CV and IMD CV owned by them, and no more than (iii) only 65% of the Capital Stock of or equity interests in any Foreign Subsidiary each of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value)Newco, KCI International and KCII Holdings LLC shall be required to be pledged hereunderpledged. In addition, the completion of intermediate steps in the Foreign Restructuring shall not, in and of themselves, trigger any additional requirements to ▇▇▇▇▇ ▇ ▇▇▇▇ in the Capital Stock of Subsidiaries of the Company in accordance with this subsection 9.10.
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Kinetic Concepts Inc /Tx/)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assets described in paragraph (b) or (c) of this subsection, (y) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements and (z) property acquired by a Foreign Subsidiary), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary (other than a Foreign Subsidiary), promptly upon the request of the
(i) execute and deliver to the Agent, for the benefit of the BorrowerLenders, promptly a new pledge agreement or such amendments to the Stock Pledge Agreement as the Agent shall deem necessary or advisable to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in any event within 30 days after blank by a duly authorized officer of the Borrower or such Person becomes a Subsidiary): , as the case may be, (iiii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement Security Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Subsidiary Guarantee Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by the Security Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding .
(c) With respect to any Person that, subsequent to the foregoingClosing Date, no Immaterial Subsidiary or becomes a Foreign Subsidiary Subsidiary, promptly upon the request of the Agent: (i) execute and deliver to the Agent a new pledge agreement or such amendments to the Stock Pledge Agreement as the Agent shall deem necessary or advisable to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged), (ii) deliver to the Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or equity interests in any such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Agent, deliver to the Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Agent.
(d) Notwithstanding anything to the contrary in this subsection 5.10, paragraphs (a), (b) and (c) shall not apply to any property, Subsidiary or Foreign Subsidiary created or acquired after the Closing Date, as applicable, to which the Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein.
(e) If the Borrower or any Subsidiary creates any initial or additional Lien pursuant to subsection 6.3(l) upon any of its property, assets or revenues to secure Indebtedness incurred under subsection 6.2(i), such Borrower or Subsidiary shall simultaneously grant a pari passu Lien on such property, assets or revenues to secure the Loan Obligations. If any Subsidiary that is not a Guarantor guarantees the payment of Indebtedness incurred under subsection 6.2(i) of the Borrower or any of its Subsidiaries if more than 65% of the assets of Subsidiary, then such Subsidiary are securities of foreign companies (such determination shall simultaneously become a party to be made on the basis of fair market value), shall be required to be pledged hereunderSecurity Agreement and a Guarantor.
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Effective Date by the Borrower Parent or any of its Domestic Subsidiaries that is intended (other than (y) any assets described in paragraph (b) below and (z) immaterial assets a security interest with respect to which cannot be subject to the Lien created perfected by any of the Pledge Agreements but which is not so subjectfiling UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to this Agreement or the relevant Pledge Agreements Security Document or such other documents as the Administrative Agent shall or the Majority Lenders deem necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such assets, (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on perfected first priority security interest in such Capital Stockassets, (ii) take all actions necessary or advisable subject to cause such Lien to be duly perfected in accordance with all applicable Requirements of LawLiens permitted by Section 6.03, including delivering all without limitation, the filing of UCC financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be required by the appropriate Security Document or by law or as may be requested by the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in the preceding clauses (i) and (ii) immediately preceding), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person thatDomestic Subsidiary or any Foreign Subsidiary other than an Excluded Foreign Subsidiary which is or becomes a Significant Subsidiary after the Effective Date, subsequent promptly upon the request of the Administrative Agent (i) execute and deliver to the Original Closing DateAdministrative Agent such amendments to the relevant Security Document as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, becomes a direct or indirect Subsidiary for the benefit of the BorrowerLenders, promptly a perfected first priority security interest in the Capital Stock of such Subsidiary which is owned by the Parent or any of its Subsidiaries, subject to Liens permitted by Section 6.03 and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and in any event within 30 days after delivered by a duly authorized officer of the Parent or such Person becomes a Subsidiary): , as the case may be, (iiii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and Collateral Agreement (ii) if requested by or in the case of a Foreign Subsidiary, enter into guarantee and collateral arrangements reasonably acceptable to the Administrative Agent Agent) and (B) to take such actions necessary or the Required Lenders, deliver advisable to grant to the Administrative Agent legal opinions relating to for the matters described benefit of the Lenders a perfected first priority security interest (or in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or case of a Foreign Subsidiary of the Borrower shall be required to execute that has granted a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.Lien permitted by Section
Appears in 1 contract
Sources: Senior Secured Revolving Credit Agreement (Audio Visual Services Corp)
Additional Collateral. As soon as practicable following the acquisition by the Issuers or any Subsidiary of any property of the type which constitutes Collateral, to the extent not prohibited by Gaming Authorities or applicable Gaming Laws,
(ai) With the Issuers or the applicable Guarantor, as the case may be, and the Collateral Agent shall enter into such amendments or supplements to the Collateral Documents or such additional Mortgages or Ship Mortgages (in each case in registrable or recordable form) and other Collateral Documents, in each case in accordance with the terms thereof and subject to any exclusions relating to a particular item of Collateral and the Issuers shall cause such amendments, supplements, mortgages and other Collateral Documents to be filed and recorded in all such governmental offices as shall be necessary in order to grant and create a valid Lien on and security interest in such After-Acquired Property in favor of the Collateral Agent (subject to no Liens except Permitted Liens), the Issuers shall cause appropriate financing statements to be filed in such governmental offices as shall be reasonably necessary in order to perfect any security interest in such After-Acquired Property as to which a security interest may, under the UCC of the applicable jurisdiction, be perfected by the filing of a financing statement and, if any such After-Acquired Property consists of stock certificates, promissory notes or other property as to which, under the relevant UCC, a security interest may be perfected by possession or control, deliver such certificates, promissory notes and other property (together with stock powers or assignments duly endorsed in blank), or deliver issuer acknowledgments and control agreements relating to such property in accordance with the provisions of the applicable Collateral Documents to the Collateral Agent;
(ii) in the case of additional Collateral which constitutes Real Property having a Fair Market Value in excess of $1.0 million, each of the Issuers or the applicable Guarantor, as the case may be, shall also deliver to the Collateral Agent the following:
(A) a title insurance policy or an endorsement to an existing title insurance policy, in the American Land Title Insurance Loan Policy Extended Coverage form, or its equivalent, and in an amount at least equal to the purchase price thereof (or, if such property was not purchased or such purchase price cannot be determined by the Issuers, the Fair Market Value thereof), in favor of the Collateral Agent insuring that the Lien of the Collateral Documents or any additional Collateral Documents constitutes a valid and perfected Lien, subject to no Liens except Permitted Liens on such Real Property in an aggregate amount equal to the purchase price or the Fair Market Value, as applicable, of the Real Property and containing such endorsements and other assurances of the type reasonably acceptable to the Trustee, together with an Officers' Certificate stating that any Liens on such Real Property are Liens expressly permitted by this Indenture and the applicable Collateral Documents;
(B) any Opinion of Counsel required pursuant to Section 10.02(b) below;
(C) a Survey with respect to such Real Property;
(D) a policy or certificate of insurance as required by any Capital Stock Mortgage relating to such Real Property, which policy or certificate shall bear mortgagee endorsements of any newly created the character required by Section 10.02 of this Indenture;
(E) evidence of payment or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date a closing statement indicating payments to be made by the Borrower or applicable Guarantor of all title premiums, recording charges, transfer taxes and other costs and expenses including reasonable legal fees and disbursements of counsel for the Trustee (and any of its Subsidiaries local counsel) that is intended may be incurred to be validly and effectively subject such Real Property to the Lien created by of any applicable Collateral Document to perfect such Lien;
(F) copies of all Leases;
(G) an Officers' Certificate of the Pledge Agreements but which Company stating that there has been issued and is in effect a valid and proper certificate of occupancy or local or foreign equivalent, if required by the local or foreign codes or ordinances for the use then being made of such Real Property and that there is not so subjectoutstanding any citation, promptly (and violation or similar notice indicating that such Real Property contains conditions which are not in any event within 30 days after the acquisition thereof): compliance with local or foreign codes or ordinances relating to building or fire safety or structural soundness which materially impairs (i) execute and the ability of such Real Property to be used for its intended purpose or (ii) the value or utility of such Real Property; and
(H) such consents, approvals, amendments, supplements, estoppels, tenant subordination agreements or other instruments as shall be necessary in order for the owner or holder of the fee interest or leasehold interest to grant the Lien contemplated by the Mortgage with respect to such Real Property; provided, that the Company shall only be obligated to use commercially reasonable efforts to obtain the items set forth in this clause (H); and
(iii) The Issuers shall deliver to the Administrative Collateral Agent such amendments an Opinion of Counsel and an Officers' Certificate to the relevant Pledge Agreements effect that the documents that have been or such other documents as the Administrative Agent shall deem necessary or advisable to grant are therewith delivered to the Administrative AgentCollateral Agent pursuant to this Section 10.01(b) (including any amendments, for the benefit of the Lenderssupplements, a Lien on such Capital Stock, (ii) take all actions necessary mortgages or advisable other Collateral Documents referred to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses paragraph (i) and (iiabove) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory conform to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock requirements of any Immaterial Subsidiarythis Indenture.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Sources: Indenture (Trump Indiana Inc)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Subsidiaries (including the Stock of newly created or acquired Subsidiaries) that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assets described in paragraph (b) of this Section and (y) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Subsidiary, promptly: (i) execute and deliver to the Administrative Agent, for the benefit of the BorrowerLenders, promptly such amendments to the Subsidiary Pledge and Security Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in any event within 30 days after blank by a duly authorized officer of the Borrower or such Person becomes a Subsidiary): , as the case may be, (iiii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and Security Agreement, the Subsidiary Guarantee and the Mortgages delivered pursuant to clause (iiB) below, in each case pursuant to documentation which is in form and substance reasonably satisfactory to the Administrative Agent, (B) to deliver to the Documentation Agent Mortgages in form and substance reasonably satisfactory to the Documentation Agent with respect to all real property of such Subsidiary, and (C) to take all actions necessary or advisable to cause each Lien created by the Subsidiary Pledge and Security Agreement and the Mortgages delivered pursuant to clause (B) above to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of Holdings or the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge and Security Agreement, and no more than 65% of the Capital Stock capital stock of or equity interests in any Foreign Subsidiary of the Borrower Borrower, Holdings or any of its their Subsidiaries, or any other of their Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
(c) As promptly as practicable, but in any event within 120 days following the Closing Date, the Borrower shall have delivered to the Administrative Agent (A) a Mortgage with respect the real property described in Part I of Schedule 6.10, executed and delivered by a duly authorized officer of the mortgagor party thereto, with a counterpart or a conformed copy for each Lender and (B) legal opinions from local counsel in the jurisdiction of such Mortgage relating to such Mortgage and the perfection of Liens created by the Security Documents on personal property located in such jurisdiction, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) As promptly as practical, but in any event within 120 days following the Closing Date, the Borrower shall have delivered to the Administrative Agent and the Title Insurance Company maps or plats of an as-built survey of the sites of the property covered by each Mortgage set forth on Part II of Schedule 6.10 certified to the Administrative Agent and the Title Insurance Company in a manner satisfactory to them, dated a date reasonably satisfactory to the Administrative Agent and the Title Insurance Company by an independent professional licensed land surveyor reasonably satisfactory to the Administrative Agent and the Title Insurance Company, which maps or plats and the surveys on which they are based shall be made in accordance with the Minimum Standard Detail Requirements for Land Title Surveys jointly established and adopted by the American Land Title Association and the American Congress on Surveying and Mapping in 1992, and, without limiting the generality of the foregoing, there shall be surveyed and shown on such maps, plats or surveys the following: (A) the locations on such sites of all the buildings, structures and other improvements and the established building setback lines; (B) the lines of streets abutting the sites and width thereof; (C) all access and other easements appurtenant to the sites or necessary or desirable to use the sites; (D) all roadways, paths, driveways, easements, encroachments and overhanging projections and similar encumbrances affecting the site, whether recorded, apparent from a physical inspection of the sites or otherwise known to the surveyor; (E) any encroachments on any adjoining property by the building structures and improvements on the sites; and (F) if the site is described as being on a filed map, a legend relating the survey to said map.
(e) As promptly as practical, but in any event within 120 days following the Closing Date, the Borrower shall deliver to the Administrative Agent in respect of each parcel covered by each Mortgage set forth on Part II Schedule 6.10 a mortgagee's title policy (or policies) or marked up unconditional binder for such insurance dated a date reasonably satisfactory to the Agents. Each such policy shall (A) be in an amount reasonably satisfactory to the Agents; (B) be issued at ordinary rates; (C) insure that the Mortgage insured thereby creates a valid first Lien on such parcel free and clear of all defects and encumbrances, except for liens permitted by clauses (a), (e), (f) and (g) of the definition of Permitted Liens and such other liens and defects as may be approved by the Agents; (D) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (E) be in the form of ALTA Loan Policy - 1992; (F) contain such endorsements and affirmative coverage as the Agents may reasonably request and (G) be issued by title companies satisfactory to the Agents (including any such title companies acting as co-insurers or reinsures, at the option of the Agents). The Administrative Agent shall have received evidence reasonably satisfactory to it that all premiums in respect of each such policy, and all charges for mortgage recording tax, if any, have been paid.
(f) As promptly as possible, but in any event within 120 days following the Closing Date, the Borrower shall deliver to the Administrative Agent a copy of all recorded documents referred to, or listed as exceptions to title in, the title policy or policies referred to in subsection 6.10(d) and a copy, certified by such parties as the Agents may reasonably deem appropriate, of all other documents affecting the property covered by each Mortgage set forth on Schedule 6.10.
(g) As promptly as possible, but in any event within 120 days following the Closing Date, if required pursuant to Regulation H of the Board of Governors of the Federal Reserve System ("Regulation H") the Borrower shall deliver to the Administrative Agent (A) a policy of flood insurance which (1) covers the parcel of improved real property which is encumbered by the Mortgage with respect to the real property set forth on Part I of Schedule 6.10, (2) is written in an amount not less than the outstanding principal amount of the indebtedness secured by such Mortgage which is reasonably allocable to such real property or the maximum limit of coverage made available with respect to the particular type of property under the National Flood Insurance Act of 1968, whichever is less, and (3) has a term ending not earlier than the maturity of the Indebtedness secured by such Mortgage and (B) confirmation that the Borrower has received the notice required pursuant to Section 208(e)(3)
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets (other than assets having a de minimis value) acquired after the Original Closing Merger Borrowing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall may deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Effective Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to a Subsidiary Security Agreement pursuant to documentation which is in form and substance satisfactory to the Subsidiary Pledge Agreement and the Subsidiary Guarantee Administrative Agent, and (ii) if so requested by the Administrative Agent, deliver to the Administrative Agent, legal opinions relating to due authorization, execution, delivery of such Subsidiary Security Agreement by such new Subsidiary and the enforceability against it of such Subsidiary Security Agreement, which opinions shall be in form and substance, and from counsel reasonably satisfactory to the Administrative Agent.
(c) With respect to any Person that, subsequent to the Merger Borrowing Date, becomes a Subsidiary promptly (i) cause such new Subsidiary to become a party to a Subsidiary Guarantee pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (ii) if so requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to due authorization, execution, delivery of such Subsidiary Guarantee by such new Subsidiary and the enforceability against it of such Subsidiaries Guarantee, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any Person that, subsequent to the Merger Borrowing Date, becomes a Subsidiary, promptly cause such new Subsidiary to (i) execute and deliver to the Administrative Agent a new stock pledge agreement or such amendments to the relevant Stock Pledge Agreement as the Administrative Agent shall deem necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary to take all actions necessary or advisable to cause the Lien created by the relevant Subsidiary Security Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Required Lenders, and (iv) deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Sources: Credit Agreement (Tefron LTD)
Additional Collateral. (a) With respect On each Collateral Date, the Parent Borrower will notify the Administrative Agent of the identity of any Wholly Owned Subsidiary that is not already a Subsidiary Guarantor and promptly after such Collateral Date will (i) in the case of each such Wholly Owned Subsidiary that is a Material Subsidiary, cause such Subsidiary (unless it is a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity) to become a “Subsidiary Guarantor” and a “Grantor” under the Guarantee and Collateral Agreement and, after the occurrence of the Ratings Event, each other relevant Security Document, (ii) cause the Capital Stock of such Wholly Owned Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement (except that, (A) if such Subsidiary is a Foreign Subsidiary (or a Subsidiary thereof), no Capital Stock of such Subsidiary shall be pledged unless such Subsidiary is a Material Subsidiary that is directly owned by the Parent Borrower or a Subsidiary Guarantor, and then the amount of voting stock of such Subsidiary to be pledged pursuant to the Guarantee and Collateral Agreement shall be limited to 65% of the outstanding shares of voting stock of such Subsidiary, (B) if such Subsidiary is a Receivables Entity, no shares of Capital Stock of such Subsidiary shall be pledged if the documentation relating to the Receivables sale, factoring or securitization to which such Receivables Entity is a party expressly prohibits such pledge, (C) if the pledge of the Capital Stock of any such Wholly Owned Subsidiary would result in a violation of any laws, regulations or orders of any Governmental Authority, no shares of the Capital Stock of such Subsidiary shall be pledged), (D) no Capital Stock of SPX International e.G., a cooperative association established under the laws of Germany, shall be pledged, (E) neither the Parent Borrower nor any Subsidiary Guarantor shall be required to pledge any Capital Stock of any newly created Ballantyne Holding Company, and, for the avoidance of doubt, none of Ballantyne Company, SPX ▇▇▇▇▇ Luxembourg S.à ▇.▇. or acquired Subsidiary or any newly issued SPX ▇▇▇▇▇ UK Limited shall be required to be a “Grantor” under the Guarantee and Collateral Agreement, (F) Capital Stock shall not be required to be pledged to the extent that the Guarantee and Collateral Agreement expressly provides that such Capital Stock is not required to be pledged, and (G) no Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended not a Material Subsidiary shall be required to be subject pledged (notwithstanding anything set forth in the Guarantee and Collateral Agreement) so long as the aggregate assets of all such Subsidiaries whose Capital Stock is not pledged as Collateral pursuant to this clause (G) does not exceed $50,000,000 when taken together for all such Subsidiaries (excluding the Lien created by assets of any Subsidiary the Capital Stock of the Pledge Agreements but which is not so subjectrequired to be pledged pursuant to clauses (A) — (F)) on an aggregate basis and (iii) except in the case of a Foreign Subsidiary (or a Subsidiary thereof) or a Receivables Entity, promptly take all steps required pursuant to this Section 5.11, Section 5.12 and the relevant Security Documents to create and perfect Liens in the relevant property of such Subsidiary; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(a) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Parent Borrower and its Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.
(b) Promptly, and in any event within 30 60 days after (or such longer period as is reasonably acceptable to the acquisition thereof): Administrative Agent), following the first date on which the corporate family rating of the Parent Borrower from ▇▇▇▇▇’▇ is less than “Ba2” (or not rated by Moody’s) and the corporate credit rating of the Parent Borrower from S&P is less than “BB” (or not rated by S&P) (such date, the “Ratings Event”), the Parent Borrower shall (i) execute and deliver deliver, and cause each Subsidiary Guarantor to execute and deliver, to the Administrative Agent such amendments security documents, in form and substance reasonably satisfactory to the relevant Pledge Agreements or such other documents as Administrative Agent, pursuant to which the Administrative Agent Parent Borrower and each Subsidiary Guarantor shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in all property of such Person (including any parcel of owned domestic real property having a fair market value in excess of $10,000,000 but excluding (A) all other real property (whether owned or leased) and leaseholds, (B) Capital Stock not required to be pledged pursuant to Section 5.11(a), (C) assets for which the pledge thereof or grant, or perfection, of a Lien on such Capital Stockthereon would result in a default, breach or other violation or right of termination under then existing Contractual Obligations or laws, regulations or orders of any Governmental Authority, (D) titled vehicles, (E) any intellectual property to the extent a security interest therein is not perfected by filing a UCC financing statement or, in respect of registered intellectual property, a filing in the USPTO (if required) or the U.S. Copyright Office, (F) any intellectual property if the grant, or perfection, of a security interest therein shall constitute or result in (i) the abandonment, invalidation or rendering unenforceable of any right, title or interest of any Grantor (as defined in the Guarantee and Collateral Agreement) therein, (ii) take all actions necessary the breach or advisable termination pursuant to cause the terms of, or a default under, any intellectual property or (iii) the violation of any applicable law, (G) any general intangible if the grant, or perfection, of a security interest therein (i) shall violate any applicable law or be prohibited by any contract, agreement, instrument or indenture governing such General Intangible, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder or (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained; provided in any such case the prohibition is not rendered ineffective by the UCC (including the provisions of Section 9-407 and 9-408) or other applicable laws, (H) any lease, license, contract, property rights or agreement to which any Grantor (as defined in the Guarantee and Collateral Agreement) is a party or any of its rights or interests thereunder if the grant, or perfection, of a security interest therein (i) shall violate any applicable law or be prohibited by any contract, agreement, instrument or indenture governing such lease, license, contract, property rights or agreement, (ii) would give any other party to such contract, agreement, instrument or indenture the right to terminate its obligations thereunder, (iii) is permitted only with the consent of another party to such contract, if such consent has not been obtained, (iv) shall constitute or result in the abandonment, invalidation or unenforceability of any right, title or interest of any Grantor (as defined in the Guarantee and Collateral Agreement) therein or (v) shall constitute or result in a breach or termination pursuant to the terms of, or a default under, any such lease, license, contract, property rights or agreement; provided in any such case the prohibition is not rendered ineffective by the UCC (including the provisions of Section 9-407 and 9-408) or other applicable laws, (I) any Exempt Deposit Accounts and (J) those other assets that are, in the reasonable judgment of the Administrative Agent, customarily excluded from security documents) that is not already subject to a perfected first priority Lien to be duly perfected (except as permitted by Section 6.3) in accordance with all applicable Requirements favor of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforand (ii) take, and (iii) if cause the relevant Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(b) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequence to the Required LendersParent Borrower and its Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.
(c) If, deliver as of any Collateral Date following the Ratings Event, any property of the Parent Borrower, any Subsidiary Guarantor that is a “Grantor” under any Security Document or any Subsidiary that is required to become a “Grantor” pursuant to Section 5.11(a) is not already subject to a perfected first priority Lien (except to the same extent as not required pursuant to Section 5.11(b) or as permitted by Section 6.3) in favor of the Administrative Agent, the Parent Borrower will notify the Administrative Agent thereof, and, promptly after such Collateral Date, will cause such assets to become subject to a Lien under the relevant Security Documents and will take, and cause the relevant Subsidiary to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties; provided that the Parent Borrower and its Subsidiaries shall not be required to comply with the requirements of this Section 5.11(c) if the Administrative Agent, in its sole discretion, determines that the cost or other negative consequences to the Parent Borrower and its Subsidiaries of such compliance is excessive in relation to the value of the collateral security to be afforded thereby.
(d) Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, prior to the occurrence of the Ratings Event, no property other than Capital Stock (subject to the exceptions specified in Section 5.11(a)) shall be required to become Collateral.
(e) Promptly, and in any event within 60 days (or such longer period as is reasonably acceptable to the Administrative Agent), following the first date after the Release Date on which the corporate family rating of the Parent Borrower from ▇▇▇▇▇’▇ is less than “Ba2” (or not rated by Moody’s) and the corporate credit rating of the Parent Borrower from S&P is less than “BB” (or not rated by S&P), the Parent Borrower shall (i) execute and deliver, and cause each Subsidiary Guarantor to execute and deliver, to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingsecurity documents, which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding , pursuant to which the foregoing, the Parent Borrower and each Subsidiary Guarantor shall not be required to grant to the Administrative Agent Agent, for the benefit of the Lenders, a security interest in all property (and types of property) of such Person that constituted Collateral under the Guarantee and Collateral Agreement as in effect immediately prior to the Release Date (and, for the avoidance of doubt, shall not include Capital Stock not required to be pledged pursuant to Section 5.11(a) or other assets not required to be subjected to a Lien upon the Capital Stock of any Immaterial Subsidiary.
(bpursuant to Section 5.11(b)) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if take, and cause the relevant Subsidiaries to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect such Liens, including actions described in Section 5.12, all at the expense of the Loan Parties.
(f) Notwithstanding anything to the contrary in this Section 5.11 or the Required Lendersany other Loan Document, deliver to the Administrative Agent legal opinions and the Lenders shall not have Liens on (and shall, at the request and expense of the Parent Borrower, timely release any purported Liens on): (i) the assets transferred to a Receivables Entity and assets of such Receivables Entity, (ii) the Receivables and related assets (of the type specified in the definition of “Qualified Receivables Transaction”) transferred, or in respect of which security interests are granted, pursuant to a Qualified Receivables Transaction or a European Securitization, (iii) if the documentation relating to the matters described in clause (i) immediately precedingReceivables sale, factoring or securitization to which opinions shall be in form and substancesuch Receivables Entity is a party expressly prohibits such a Lien, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock or debt (whether or not represented by promissory notes) of or equity interests in any Foreign Subsidiary of issued by a Receivables Entity to the Parent Borrower or any of its Subsidiaries if more than 65% Subsidiaries, in each case in connection with a Qualified Receivables Transaction permitted by Section 6.6(c) and (iv) Capital Stock not required to be pledged pursuant to Section 5.11(a), (b) or (c). Notwithstanding anything to the contrary in this Section 5.11 or any other Loan Document, neither the Parent Borrower nor any of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), Guarantors shall be required to take any action to perfect the security interest of the Administrative Agent in the Collateral other than (i) filing UCC financing statements, (ii) delivering Capital Stock required to be pledged hereunderpursuant to Sections 5.11(a), (b) and (c), (iii) executing, delivering, filing and recording mortgages with respect to owned real property in which a security interest is required to be granted pursuant to this Section 5.11 and (iv) executing, delivering, filing and recording notices of grants of security interest with the United States Patent Office and/or United States Copyright Office.
(g) Notwithstanding anything herein to the contrary, no Foreign Subsidiary (or any Subsidiary thereof) shall, or shall be deemed to, guarantee any Borrowing by the Parent Borrower, and no assets of any Foreign Subsidiary (or Subsidiary thereof) shall be given as security for such Borrowing. This provision is meant to prevent any inclusions pursuant to Section 956 of the Code and shall be interpreted in accordance therewith.
Appears in 1 contract
Sources: Credit Agreement (SPX Corp)
Additional Collateral. Provided no Default or Event of Default exists, the Borrower shall have the right, subject to consent of the Agent (which consent may be withheld in its sole and absolute discretion) and the satisfaction by the Borrower of the conditions set forth in this §5.3, to add Potential Collateral to the calculation of Borrowing Base Availability. In the event the Borrower desires to add additional Potential Collateral to the Borrowing Base Availability as aforesaid, the Borrower shall provide written notice to the Agent of such request. No Potential Collateral shall be included in the calculation of the Borrowing Base Availability unless and until the following conditions precedent shall have been satisfied as determined by Agent (or as required by this Agreement, the Required Lenders):
(a) With respect such Potential Collateral shall be Eligible Real Estate;
(b) such Real Estate shall be owned by a Wholly-Owned Subsidiary of the Borrower, and said Wholly-Owned Subsidiary (and each other Subsidiary of Borrower owning an interest therein) shall have executed a Joinder Agreement and satisfied the conditions of §5.4;
(c) prior to any Capital Stock or contemporaneously with such addition, the Borrower shall have submitted to the Agent a Compliance Certificate prepared using the financial statements of any newly created the Borrower most recently provided or acquired Subsidiary required to be provided to the Agent under §6.4 or any newly issued Capital Stock §7.4 and a Borrowing Base Certificate, both prepared on a pro forma basis and adjusted to give effect to such addition, and shall certify that after giving effect to such addition, no Default or Event of any existing Subsidiary acquired after the Original Closing Date by Default shall exist;
(d) the Borrower or any the Wholly-Owned Subsidiary which is the owner of its Subsidiaries that is intended to be subject the Real Estate shall have executed and delivered to the Lien created by any Agent all Borrowing Base Qualification Documents, all of the Pledge Agreements but which is not so subjectinstruments, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions agreements shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant ;
(e) after giving effect to the Administrative Agent a Lien upon the Capital Stock inclusion of any Immaterial Subsidiary.
(b) With respect to any Person thatsuch Eligible Real Estate, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary each of the Borrower, promptly (representations and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested warranties made by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary on behalf of the Borrower or the Guarantors or any of its their respective Subsidiaries if more than 65% contained in this Agreement, the other Loan Documents or in any document or instrument delivered pursuant to or in connections with this Agreement shall be true in all material respects both as of the assets date of which it was made and shall also be true as of the time of the addition of such Subsidiary are securities Borrowing Base Property with the same effect as if made at and as of foreign companies that time, except to the extent of changes resulting from transactions permitted by the Loan Documents (such determination to be it being understood and agreed that any representation or warranty which by its terms is made on the basis as of fair market value), a specified date shall be required to be pledged hereundertrue and correct only as of such specified date), and no Default of Event of Default shall have occurred and be continuing and the Agent shall have received a certificate of the Borrower to such effect; and
(f) the Agent as required above shall have consented to the inclusion of such Real Estate in the calculation of Borrowing Base Availability, which consent may be granted in the Agent’s sole and absolute discretion.
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets, other than leasehold interests, acquired after the Original Closing Date by the Borrower Company or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in paragraph (b) or (c) of this subsection), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent (including Mortgages) shall reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such assets, (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law as contemplated by such Security Documents, including, without limitation, the filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent, (iii) in the case of a Mortgage, deliver to the Administrative Agent such surveys, policies and other documents as the Administrative Agent would have received pursuant to subsections 8.1(v), 8.1(w), 8.1(x) and 8.1(y) of the Original Credit Agreement if the relevant parcel of real property has been subject to a Mortgage on the Original Closing Date, all in form and substance reasonably satisfactory to the Administrative Agent and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. With respect to any Person that, subsequent to the Original Closing Date, becomes a Subsidiary (other than a Foreign Subsidiary), promptly: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Amended and Restated Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Company or such Subsidiary, as the case may be, (iiiii) cause such new Subsidiary (A) to become a party to the Amended and Restated Guarantee and Collateral Agreement pursuant to an annex to the Amended and Restated Guarantee and Collateral Agreement which is in form and substance reasonably satisfactory to the Administrative Agent, (B) to execute and deliver a Mortgage with respect to any parcel of real property owned by it, (C) to take all actions necessary or advisable to cause the Lien created by the Amended and Restated Guarantee and Collateral Agreement or any such Lien Mortgage to be duly perfected in accordance with all applicable Requirements of LawLaw as contemplated by such Security Documents, including delivering including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (D) to execute and deliver such documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of such Subsidiary, the authorization of the transactions contemplated hereby and by the other Loan Documents relating to such Subsidiary and any other legal matters relating to such Subsidiary and the Loan Documents to which it is or is to become a party (including, if requested by the Administrative Agent, satisfactory environmental reports or assessments with respect to each parcel of real property covered by a Mortgage), all such original certificates evidencing such Capital Stock in form and substance satisfactory to the Administrative Agent and its counsel, (iv) in the case of a Mortgage, deliver to the Administrative Agent such surveys, policies and other documents as the Administrative Agent would have received pursuant to subsections 8.1(v), 8.1(w), 8.1(x) and 8.1(y) of the Original Credit Agreement if the relevant parcel of real property has been subject to a Mortgage on the Original Closing Date, all in form and substance reasonably satisfactory to the Administrative Agent and (v) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. With respect to any Person that, subsequent to the Original Closing Date, becomes a Foreign Subsidiary, promptly upon the request of the Administrative Agent: (i) to the extent permitted by applicable law, execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Amended and Restated Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Domestic Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Company or such Domestic Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingforegoing provisions of this subsection 9.10, the Borrower (i) none of KCII, KCI International and KCII Holdings LLC shall not be required to grant to the Administrative Agent a Lien upon ▇▇▇▇▇ ▇ ▇▇▇▇ on the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person thatEMD CV and IMD CV owned by them, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than only 65% of the Capital Stock of or equity interests in any Foreign Subsidiary each of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value)KCII, KCI International and KCII Holdings LLC shall be required to be pledged hereunder.pledged. NEGATIVE COVENANTS The Company hereby agrees that, so long as the Commitments remain in effect or any Letter of Credit remains outstanding and unpaid or any amount is owing to any Lender or the Administrative Agent hereunder or under any other Loan Document, the Company shall not, and (except with respect to subsection 10.1) shall not permit any of its Subsidiaries to, directly or indirectly:
Appears in 1 contract
Sources: Credit and Guarantee Agreement (Kinetic Concepts Inc /Tx/)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in paragraph (b), (c), (d) or (e) of this Section 6.10), promptly (and in any event within 30 days after the acquisition or creation thereof): (i) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements Master Guarantee and Collateral Agreement or such other documents as the Administrative Collateral Agent shall reasonably deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions reasonably necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of Uniform Commercial Code financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be reasonably requested by the Administrative Agent together with undated stock powers executed in blank thereforCollateral Agent, and (iii) if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, substance and from counsel, counsel reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Domestic Subsidiary of the BorrowerBorrower (including, promptly (and in without limitation, any event within 30 days after such Person becomes a which had previously been an Excluded Subsidiary): ), promptly: (i) execute and deliver to the Collateral Agent, for the benefit of the Lenders, such amendments to the Master Guarantee and Collateral Agreement as the Collateral Agent shall deem reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers duly executed and delivered in blank, (iii) cause such new Domestic Subsidiary to (A)to become a party to the Subsidiary Pledge Agreement and the Subsidiary Master Guarantee and Collateral Agreement, pursuant to documentation which is in form and substance reasonably satisfactory to the Collateral Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by such security agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably requested by the Collateral Agent, and (iv) if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, substance and from counsel, counsel reasonably satisfactory to the Administrative Collateral Agent.
(c) With respect to any fee interest in any real property acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries having a purchase price (or, if acquired through a merger or stock acquisition, a fair market value) in excess of $1,000,000, promptly (i) execute and deliver a first priority mortgage or deed of trust, as the case may be (subordinate only to such mortgages or deeds of trust as are necessary to permit the Borrower or such Domestic Subsidiary to purchase such real property but subject to such easements, rights of way, restrictions and other similar encumbrances as such property may be subject at the time of acquisition), in favor of the Collateral Agent, for the benefit of the Lenders, covering such real property, in form and substance reasonably satisfactory to the Collateral Agent, (ii) if requested by the Collateral Agent, provide the Lenders with any consents or estoppels deemed necessary or advisable by the Collateral Agent in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in the preceding clauses (i) and (ii), which opinions shall be in form and substance and from counsel reasonably satisfactory to the Collateral Agent. Notwithstanding the foregoing, no Immaterial Subsidiary compliance shall not be required with the foregoing provision of this paragraph (c) in respect of any interest in real property which, at the time of acquisition thereof by the Borrower or its Subsidiary, is subject to a legal or contractual restriction that would prohibit the granting of a mortgage thereon to the Collateral Agent; provided, that the aggregate book value of real property owned by the Borrower and its Subsidiaries so subject may not exceed $5,000,000 at any time.
(d) With respect to any Foreign Subsidiary created or acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries, promptly (i) execute and deliver to the Collateral Agent such amendments to the Master Guarantee and Collateral Agreement (or comparable documentation) as the Collateral Agent deems reasonably necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock (except for Liens permitted under Section 7.3) of such new Foreign Subsidiary which is owned by the Borrower or any of its Domestic Subsidiaries (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of any such new Subsidiary be required to be so pledged), (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or equity interests such Subsidiary, as the case may be, and (iii) if requested by the Collateral Agent, deliver to the Collateral Agent legal opinions relating to the matters described in the preceding clauses (i) and (ii), which opinions shall be in form and substance and from counsel reasonably satisfactory to the Collateral Agent.
(e) With respect to any Foreign Subsidiary of oil and gas property acquired after the Closing Date by the Borrower or any of its Domestic Subsidiaries having a purchase price (or, if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of acquired through a merger or stock acquisition, a fair market value) in excess of $1,000,000 and which, after giving effect to such acquisition and assuming that a perfected first priority Lien thereon were not granted to the Collateral Agent would result in the Collateral Agent having a perfected first priority Lien on less than 80% in value (calculated as provided in Section 4.24) of the reserves contained in all of the oil and gas properties of the Borrower and its Domestic Subsidiaries, promptly (i) execute and deliver a first priority oil and gas mortgage (subordinate only to such oil and gas mortgages as are necessary to permit the Borrower or such Domestic Subsidiary to purchase such property but subject to such restrictions and other similar encumbrances as such property may be subject at the time of acquisition), shall be required in favor of the Collateral Agent, for the benefit of the Lenders, covering such property, in form and substance reasonably satisfactory to be pledged hereunderthe Collateral Agent, and (ii) if requested by the Collateral Agent, deliver to the Collateral Agent title opinions relating to the matters described in the preceding clause reasonably satisfactory to the Collateral Agent.
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower or any of its Domestic Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in paragraph (b) of this subsection), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements Security Agreement or such other documents as the Administrative Collateral Agent shall deem necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforCollateral Agent, and (iii) if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary (other than a Foreign Subsidiary), promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Agent:
(i) cause such new Subsidiary to (A)Eto become a party to the Subsidiary Pledge Agreement Guarantee and the Subsidiary Guarantee Security Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Agent, and (B) to take all actions necessary or advisable to cause the Lien created by the Subsidiary Security Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Collateral Agent and (ii) if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Restatement Effective Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (x) any assets described in paragraph (b) or (c) of this subsection and (y) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Restatement Effective Date, becomes a direct or indirect Subsidiary Subsidiary, promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Agent: (i) execute and deliver to the Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the applicable Stock Pledge Agreement as the Agent shall deem necessary or advisable to grant to the Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to a Security Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Subsidiary Pledge Agreement and the Subsidiary Guarantee Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by such Security Agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. .
(c) Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary constituting a "controlled foreign corporation," as defined in Section 957 of the Borrower Code, shall be required to execute deliver any guaranty of the Loan Obligations or grant a security interest in any of its property to secure any such guaranty, and neither Borrower nor any of its Subsidiaries shall be required to pledge more than sixty-five percent (65%) (or other applicable greater percentage) of the voting equity securities of any such Foreign Subsidiary Guarantee as security for the Loan Obligations, to the extent, in any such case, such guaranty or granting, or a pledge of additional equity securities, would result in material and adverse tax consequences to Borrower under Section 956 of the Code as determined by Agent in its good faith determination.
(d) Notwithstanding anything to the contrary in this subsection 5.10, paragraphs (a) and (b) shall not apply to any property or Domestic Subsidiary created or acquired after the Restatement Effective Date, as applicable, to which the Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein.
(e) If the Borrower or any Subsidiary creates any initial or additional Lien pursuant to subsection 6.3(l) upon any of its property, assets or revenues to secure Indebtedness incurred under subsection 6.2(i), such Borrower or Subsidiary Pledge Agreementshall simultaneously (i) grant a first priority Lien on such property, assets or revenues to secure the Loan Obligations and no more than 65% (ii) shall enter into an intercreditor and subordination agreement with the to-be-holders of such Indebtedness and the Agent, for the benefit of the Capital Stock Lenders, in form and substance satisfactory to the Agent. If any Subsidiary that is not a Guarantor guarantees the payment of or equity interests in any Foreign Subsidiary Indebtedness incurred under subsection 6.2(i) of the Borrower or any of its Subsidiaries if more than 65% of the assets of Subsidiary, then such Subsidiary are securities of foreign companies (such determination shall simultaneously become a party to be made on the basis of fair market value), shall be required to be pledged hereundera Security Agreement and a Guarantor.
Appears in 1 contract
Additional Collateral. As soon as practicable after (ax) With respect to any Capital Stock of any newly created or acquired Subsidiary the acquisition by the Issuer or any newly issued Capital Stock Guarantor of (A) any existing Subsidiary acquired after asset or property of the Original Closing Date type which constitutes personal property with a fair market value (as determined in good faith by such Issuer or Guarantor and set forth in an Officer’s Certificate delivered to the Trustee) in excess of $5,000,000 individually or $10,000,000 in the aggregate or (B) Real Property located in the United States having a book value or estimated fair market value in excess of $5,000,000 (as determined in good faith by the Borrower Board of Directors of the Issuer or any such Guarantor and set forth in an Officer’s Certificate delivered to the Trustee) and to the extent not an Excluded Asset and (y) the designation of its Subsidiaries an Unrestricted Subsidiary as a Restricted Subsidiary:
(i) the Issuer or applicable Guarantor, as the case may be, and the Collateral Agent shall enter into such amendments or supplements to the Security Documents or such additional Mortgages (in each case in registrable or recordable form) and other Security Documents, and, at or prior to the times required by this Indenture or the Security Documents, the Issuer shall cause such amendments, supplements, mortgages and other Security Documents to be filed and recorded in all such governmental offices as shall be necessary in order to grant and create a valid first priority Lien on and Security Interest in such after-acquired property in favor of the Collateral Agent (subject to no Liens except Permitted Collateral Liens and Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement)) and the Issuer shall complete all other actions necessary to perfect the Collateral Agent’s Security Interest in such property in accordance with the provisions hereof and the provisions of the applicable Security Documents;
(ii) in the case of additional Collateral which constitutes personal property that is intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and Issuer or applicable Guarantor, as the case may be, shall also deliver to the Administrative Trustee and Collateral Agent the following:
(A) an Officer’s Certificate of the Issuer stating that any specific Liens on such amendments personal property are Permitted Collateral Liens;
(B) evidence of payment or a closing statement indicating payments to be made of all filing fees, recording charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Trustee and Collateral Agent (and any local counsel) that may be incurred to validly and effectively subject such personal property to the relevant Pledge Agreements Lien of any applicable Security Document to perfect such Liens; and
(C) UCC, judgment, bankruptcy, tax lien and intellectual property searches confirming that such personal property is subject to no Liens other than Permitted Collateral Liens;
(iii) in the case of additional Collateral which constitutes Real Property, the Issuer or applicable Guarantor, as the case may be, shall also deliver to the Trustee and the Collateral Agent the following:
(A) to the extent the value of such Real Property (as determined in good faith by the Issuer and set forth in an Officer’s Certificate delivered to the Trustee) (1) exceeds $10,000,000, a title insurance policy or an endorsement to an existing title insurance policy, or its equivalent, and in an amount at least equal to 100% of the purchase price of such Real Property to the extent permitted by the laws of the local jurisdiction and in compliance with the Title Company’s underwriting policies (or, if such property was not purchased or such other documents purchase price cannot be determined by the Issuer, the fair market value thereof as reasonably determined in good faith by the Administrative Agent shall deem necessary or advisable to grant Board of Directors and set forth in an Officer’s Certificate delivered to the Administrative Trustee), in favor of the Collateral Agent insuring that the Lien of the Security Documents or any additional Security Documents constitutes a valid and perfected first priority Security Interest, subject to no Liens except Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement) on such Real Property and containing such endorsements and other assurances of the type described in Section 10.1(c)(ii)(A) and (2) is $10,000,000 or less, title, UCC fixture filing, judgment, bankruptcy and tax lien searches confirming that such Real Property is subject to no Liens other than Permitted Encumbrances (as defined in Schedule B to the Purchase Agreement);
(B) Opinions of Counsel, addressed to the Trustee and the Collateral Agent for its benefit and the benefit of the Secured Parties, from (1) counsel to the Issuer and Guarantors, or other special counsel, as to the due authorization, execution and delivery of the Mortgages by the applicable Issuer or Guarantor and (2) to the extent the value of such Real Property (as determined in good faith by the Issuer and set forth in an Officer’s Certificate delivered to the Trustee) exceeds $10,000,000, local counsel in each jurisdiction where such Real Property is located, as to the enforceability of the Mortgages and such other matters as shall be reasonably requested by the Trustee, in each of the cases described in clauses (1) and (2) of this clause (B), substantially in the form of such opinions of counsel delivered pursuant to Section 10.1(c)(ii)(B);
(C) to the extent the value of such Real Property (as determined in good faith by the Issuer and set forth in an Officer’s Certificate delivered to the Trustee) exceeds $10,000,000, a survey with respect to such Real Property to the extent necessary to cause the Title Company to issue the title insurance policy required by Section 10.1(b)(iii)(A);
(D) policies or certificates of insurances covering the property and assets of the Issuer and the Guarantors, which policies or certificates shall be substantially in the form of the policies or certificates of insurance delivered on the Issue Date, or thereafter pursuant to Section 10.1(c)(i)(E), and reflect the Collateral Agent, for its benefit and the benefit of the Secured Parties, as additional insured and loss payee and mortgagee and shall otherwise bear endorsements of the character contained in the policies or certificates of insurance delivered on the Issue Date;
(E) evidence of payment by the Issuer of all title policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and fixture filings encumbering such Real Property and issuance of the title insurance policy required by Section 10.1(b)(iii)(A);
(F) proper fixture filings under the UCC on Form UCC-1 for filing under the UCC in the appropriate county in which such Real Property is located, desirable to perfect the Security Interests purported to be created by the applicable Mortgage in favor of the Collateral Agent for the benefit of the LendersSecured Parties;
(G) with respect to such Real Property, a Lien on such Capital Stockaffidavits, certificates, information (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (ifinancial data) and instruments of indemnification (iiincluding a so-called “gap” indemnification) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower as shall be required to execute a Subsidiary Guarantee induce the Title Company to issue the title policies and endorsements required by Section 10.1(b)(iii)(A); and
(iv) the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate to the effect that the documents that have been or Subsidiary Pledge Agreementare therewith delivered to the Trustee pursuant to this Section 10.1(b) (including any amendments, and no more than 65% supplements, mortgages or other Security Documents referred to in paragraph (i) above) conform to the requirements of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderthis Indenture.
Appears in 1 contract
Sources: Indenture (Ryerson Holding Corp)
Additional Collateral. Subject to obtaining applicable consents of third parties, the Pledgor shall pledge to the Collateral Agent hereunder, immediately upon the acquisition (adirectly or indirectly) With respect to thereof, any Capital Stock and all shares of any newly created stock, partnership interests or acquired Subsidiary or any newly issued Capital Stock other equity interests of any existing Subsidiary acquired after the Original Closing Date by the Borrower Issuers or any of its Subsidiaries that is intended to be subject their affiliates hereafter acquired by the Pledgor. The Pledgor shall promptly deliver such Collateral to the Lien created by Collateral Agent, together with in the case of securities, a duly executed Pledge Agreement Supplement substantially in the form of Exhibit 3 hereto identifying such additional shares, partnership interests or equity interests which are being pledged, together with certificates representing such additional shares, partnership interests or equity interests and such additional writings, including without limitation assignments and duly signed undated stock or equity interest powers as the Pledgor must provide to the Collateral Agent to perform its duties hereunder and any additional documents with respect thereto as the Collateral Agent shall request. The Pledgor hereby authorizes the Collateral Agent to attach each Pledge Agreement Supplement to this Pledge Agreement and agrees that all shares, partnership interests and equity interests listed on any Pledge Agreement Supplement delivered to the Collateral Agent shall for all purposes hereunder constitute Pledged Securities. In connection therewith, the Pledgor agrees to deliver promptly to the Collateral Agent a revised Exhibit 1 listing the Issuers subject thereto, and a revised Exhibit 2 listing the securities of such additional subsidiary subject thereto. In addition, for the convenience of the parties, the Pledgor shall, upon any change in the nature, amount or description of the Pledged Securities in accordance with the provisions of this Pledge Agreements but which is not so subjectAgreement, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements a revised Exhibit 1 or such other documents Exhibit 2, as the Administrative Agent case may be, listing the Pledged Securities subject hereto. Exhibit 1 and Exhibit 2 hereto shall deem necessary or advisable to grant to be deemed amended and restated by such revised exhibit; provided, however, that the Administrative Agent, for the benefit failure of the Lenders, a Lien on Pledgor to deliver such Capital Stock, (ii) take all actions necessary revised exhibits or advisable of the Collateral Agent to cause distribute or attach any such Lien revised exhibits shall not affect the security interest purported to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.granted hereby;
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock of any newly new Subsidiary (other than a Shell Subsidiary so long as it qualifies as such) created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but Borrowers or any of their respective Subsidiaries (which is not so subjectshall be deemed to have occurred in the event that any Non-Recourse Subsidiary ceases to qualify as such), promptly (and in any event within 30 days after the acquisition thereof): (ia) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents Guarantee and Collateral Agreement as the Administrative Agent shall deem deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on perfected first priority security interest in the Equity Interests and intercompany obligations of such Capital Stocknew Subsidiary that are held by any of the Borrowers or any of their respective Subsidiaries (limited, in the case of Equity Interests of any Foreign Subsidiary, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary), (iib) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock deliver to the Administrative Agent the certificates, if any, representing such Equity Interests, and any intercompany notes evidencing such obligations, together with undated stock powers and endorsements, in blank, executed in blank thereforand delivered by a duly authorized officer of the applicable Borrower or such Subsidiary, as the case may be, and (iiic) if requested by except in the Administrative Agent case of a Foreign Subsidiary or the Required Lendersan Excluded Acquired Subsidiary (until it ceases to qualify as such), deliver to the Administrative Agent legal opinions relating to the matters described in clauses cause such new Subsidiary (i) to become a party to the Guarantee and Collateral Agreement and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a Lien upon perfected first priority security interest in the Capital Stock of any Immaterial Subsidiary.
(b) With Collateral described in the Guarantee and Collateral Agreement with respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to Subsidiary, including the Subsidiary Pledge Agreement and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Subsidiary Guarantee and (ii) if Collateral Agreement or by law or as may be requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Additional Collateral. The Company and each Guarantor shall grant to the Collateral Trustee a first priority security interest in all Collateral (a) With respect subject to any Capital Stock Permitted Liens), whether owned on the date hereof or hereafter acquired, and shall execute and deliver all documents and shall take all actions reasonably necessary to perfect and protect such security interest in favor of the Collateral Trustee (including, without limitation, the delivery of any newly created applicable foreign pledge, control agreement, mortgage, title insurance policy, title survey, evidence of flood insurance or acquired Subsidiary legal opinion), subject to the terms of the Intercreditor Agreement (if then in effect). In the event that the Company or any newly issued Capital Stock of Guarantor acquires any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be interest in real property and such interest has not otherwise been made subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and Security Documents in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agentfavor of Collateral Trustee, for the benefit of the LendersHolders of Notes and the holders of other Shared Lien Obligations (if any), then the Company or such Guarantor, as applicable, shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such customary mortgages, documents, instruments, agreements, opinions, title insurance policies, title surveys, evidence of flood insurance and certificates or, to the extent that any Priority Lien Obligations are incurred, substantially similar to such mortgages, documents, instruments, agreements, opinions, title insurance policies, title surveys, evidence of floor insurance and certificates as are executed and/or delivered to the Priority Lien Collateral Agent (or such other representative of the holders of Priority Lien Obligations) in connection with the incurrence of such Priority Lien Obligations or otherwise, to create in favor of the Collateral Trustee, for the benefit of the Holders of Notes and the holders of other Shared Lien Obligations (if any), a Lien on valid and, subject to any filing and/or recording required in connection therewith, perfected first priority security interest (subject, in the case of priority only, to Permitted Liens) in such Capital Stock, (ii) take all actions necessary or advisable interest in real property. In addition to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower Company and each Guarantor shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating Collateral Trustee such appraisals as are required by law or regulation of any interest in real property with respect to which the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute Collateral Trustee has been granted a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderLien.
Appears in 1 contract
Sources: Indenture (Viasystems Inc)
Additional Collateral. (ai) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Should Borrower or any of its Subsidiaries purchase, otherwise acquire or own any Oil and Gas Property having a NYMEX value of $50,000 or more that is intended to be not already included in the Oil and Gas Property Collateral and the subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (an Oil and Gas Property Mortgage in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative favor of Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersLender Group, Borrower will grant or cause to be granted to Agent as security for the Obligations a first- priority Lien (subject only to Permitted Liens) on all of Borrower's or such Subsidiary's, as the case may be, interest in such Oil and Gas Properties not already subject to a Lien on of such Capital Stockan Oil and Gas Property Mortgage simultaneously with Borrower's or such Subsidiary's purchase, (ii) take all actions necessary acquisition or advisable to cause ownership of such Oil and Gas Property which Lien to will be duly created and perfected by and in accordance with the provisions of an Oil and Gas Property Mortgage and other security agreements and financing statements, or other security instruments, all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock in form and substance satisfactory to the Administrative Agent together with undated stock powers in its sole discretion and in sufficient executed in blank therefor, (and (iiiacknowledged where necessary or appropriate) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) counterparts for recording purposes; and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the should Borrower or any of its Subsidiaries if more than 65% purchase, otherwise acquire or own any Real Property that is not already included in the Real Property Collateral and the subject of a Real Property Mortgage in favor of Agent for the benefit of the assets Lender Group, Borrower will grant or cause to be granted to Agent as security for the Obligations a first-priority Lien (subject only to Permitted Liens) on all of Borrower's or such Subsidiary's, as the case may be, interest in such Real Property not already subject to a Lien of such Subsidiary a Real Property Mortgage simultaneously with Borrower's or such Subsidiary's purchase, acquisition or ownership of such Real Property which Lien will be created and perfected by and in accordance with the provisions of a Real Property Mortgage and other security agreements and financing statements, or other security instruments, all in form and substance satisfactory to Agent in its sole discretion and in sufficient executed (and acknowledged where necessary or appropriate) counterparts for recording purposes,
(b) Concurrently with the granting of the Lien or other action referred to in Section 6.18(a) above as to Oil and Gas Property, Borrower will provide to Agent title information and a title opinion in form and substance satisfactory to Agent in its sole discretion with respect to Borrower's or such Subsidiary's, as the case may be, interests in such Oil and Gas Properties, and concurrently with the granting of the Lien or other action referred to in Section 6.18(a) above as to Real Property, Borrower will provide to Agent title information and a mortgagee title insurance commitment in form and substance satisfactory to Agent in its sole discretion with respect to Borrower's or such Subsidiary's, as the case may be, interests in such Real Property.
(c) Borrower shall cause all of its present and future Subsidiaries that are securities of foreign companies (such determination 50% or more owned directly or indirectly by Borrower to be made on the basis of fair market value), shall be required to be pledged hereunderexecute a Guaranty Agreement and Security Agreements.
Appears in 1 contract
Sources: Loan and Security Agreement (Southwest Royalties Holdings Inc)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired If, after the Original Closing Date by Effective Date, the Borrower --------------------- Company or any of its Subsidiaries that is intended to be subject to shall acquire any assets on which the Lien created by any Agent, for the benefit of the Pledge Agreements but which is Agent and the Lenders, does not so subjecthave a perfected Lien, promptly (and in other than any event within 30 days after stock of any corporation, the acquisition thereof): Company (i) shall execute and deliver deliver, or shall cause the appropriate Subsidiary to execute and deliver, to the Administrative Agent such amendments to this Agreement, the relevant Pledge Agreements Collateral Documents or such other documents as the Administrative Agent or the Required Lenders deem necessary or advisable in order to grant to the Agent, for the benefit of the Agent and the Lenders, a security interest in such assets, (ii) shall deem take, or shall cause the appropriate Subsidiary to take, all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Agent and the Lenders, a Lien on perfected first priority security interest in such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Lawassets, including delivering all without limitation, the filing of Uniform Commercial Code financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be required by the Administrative appropriate Security Agreement or by law or as may be requested by the Agent together with undated stock powers executed in blank therefor, and (iii) if requested by shall, upon the Administrative Agent or request of the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in the preceding clauses (i) and (ii) immediately preceding), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding Agent and the foregoing, Required Lenders; provided -------- that the Borrower Company and its Subsidiaries shall not be required to grant Liens on any such assets consisting of real property unless requested to do so by the Administrative Agent a Lien upon the Capital Stock of any Immaterial SubsidiaryAgent.
(b) With The Company shall, and shall cause each of its Subsidiaries to, at any time and from time to time upon the request of the Agent (in its sole discretion), (i) execute a first priority mortgage or deed of trust, as the case may be (subordinate only to such mortgages or deeds of trust as are necessary to permit the Company or such Subsidiary, as the case may be, to purchase such real estate), in favor of the Agent, for the benefit of the Agent and the Lenders, covering such real estate, in form and substance reasonably satisfactory to the Required Lenders, (ii) provide the Lenders with title and extended coverage insurance covering such real estate in an amount equal to the purchase price of such real estate as well as a current ALTA survey thereof, together with a surveyor's certificate in form and substance reasonably satisfactory to the Required Lenders and (iii) provide the Lenders with environmental audits from environmental consultants reasonably acceptable to the Agent with respect to any Person thateach such parcel of real estate.
(c) If, subsequent to after the Original Closing Effective Date, becomes the Company or any of its Subsidiaries shall acquire any stock of any corporation, the Company (i) shall (or, if such stock is acquired by a direct or indirect Subsidiary of the BorrowerCompany, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) the Company shall cause such new Subsidiary to become a party to) execute and deliver to the Subsidiary Pledge Agreement Agent such pledge agreements and other documents and instruments as the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders deem necessary or advisable in order to grant to the Agent, for the benefit of the Agent and the Lenders, a perfected first priority security interest in such stock and shall deliver to the Agent the certificates representing such stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company (or such Subsidiary, as the case may be), (ii) shall, if such stock is all or substantially all of the stock of such corporation, cause such corporation (A) to guarantee the Extensions of Credit and other obligations hereunder, (B) to execute and deliver to the Agent such security agreements and other documents and instruments as the Agent or the Required Lenders reasonably deem necessary or advisable in order to grant to the Agent, for the benefit of the Agent and the Lenders, a perfected first priority security interest in all assets of such corporation, (C) to take such additional actions as are necessary or advisable to grant to the Agent for the benefit of the Agent and the Lenders a perfected first priority security interest in the Collateral described in such security agreement and other documents and instruments with respect to such corporation, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by such security agreement or other documents and instruments or by law or as may be requested by the Agent and (D) in the event that such corporation has Subsidiaries of its own, to cause such Subsidiaries to execute and deliver such documents, instruments and agreements as may be necessary to cause such Subsidiaries to guarantee the Extensions of Credit and other obligations of the Company hereunder and to grant to the Agent, for the benefit of the Agent and the Lenders, a perfected first priority security instruments in all assets of such Subsidiaries and take the other relevant actions described above and (iii) shall, upon the request of the Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clause the preceding clauses (i) immediately precedingand (ii), which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Agent and the Required Lenders.
(d) Notwithstanding the foregoingforegoing provisions of this subsection 9.14, no Immaterial Subsidiary the Agent and the Lenders hereby agree that the Company and its Subsidiaries shall not be required to grant to the Agent, for the benefit of the Agent and the Lenders, a security interest in the assets or Foreign in more than 66% of the capital stock of any Subsidiary of the Borrower Company which is incorporated under the laws of a jurisdiction which is not within the United States of America, and no such non-United States Subsidiary shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% guarantee the obligations of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged Company hereunder.
Appears in 1 contract
Sources: Credit Agreement (Pameco Corp)
Additional Collateral. (a) With respect To the extent that the Pledgor owns, acquires or obtains (by purchase, dividend or similar distribution or otherwise) any right, title or interest in any Collateral, at any time or from time to any Capital Stock time on or after the date hereof, such Collateral shall automatically (and without the taking of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date action by the Borrower or any Pledgor) be pledged pursuant to Sections 3.1 and 3.2 of its Subsidiaries that is intended to be subject to this Agreement and, in addition thereto, the Lien created by any of the Pledge Agreements but which is not so subjectPledgor shall (as promptly as practicable and, promptly (and in any event event, within 30 days ten Business Days after the acquisition thereof): it obtains such Collateral)
(i) execute and deliver to the Administrative Collateral Agent any stock certificates evidencing such amendments Collateral, duly endorsed in blank and supplements to the relevant Pledge Agreements or Annex A and Annex B hereto as are reasonably necessary to cause such other documents as the Administrative Agent shall deem necessary or advisable annexes to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on be complete and accurate at such Capital Stocktime, (ii) take all such other actions as the Collateral Agent shall reasonably request to perfect the Collateral Agent's security interest in such Collateral and (iii) concurrently with the delivery of the stock certificates and supplements required pursuant to clause (i) above, deliver to the Collateral Agent a certificate executed by an Officer of the Pledgor certifying that the representations and warranties with respect to such additional Collateral set forth in Sections 3.5 and 14(a) (as amended by any supplements to Annex A or Annex B) are true and correct on such date.
(b) To the extent that the Pledgor at any time or from time to time creates or acquires after the Issue Date any new Restricted Subsidiary (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary), the Pledgor shall (as promptly as practicable and, in any event, within ten Business Days after it obtains, creates or acquires such Restricted Subsidiary) (i) deliver to the Collateral Agent any stock certificates evidencing the Capital Stock of such Restricted Subsidiary, duly endorsed in blank and supplements to Annex A and Annex B hereto as are reasonably necessary or advisable to cause such Lien annexes to be duly perfected in accordance with all applicable Requirements complete and accurate at such time; provided, however, if such Restricted Subsidiary is a Foreign Subsidiary, the Pledgor shall be required to pledge, and deliver a stock certificate representing 65% of Law, including delivering all such original certificates evidencing such the Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforof such Foreign Subsidiary, and (iiiii) if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately precedingabove, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding , (iii) take such other actions as the foregoing, Collateral Agent shall reasonably request to perfect the Borrower shall not be required to grant to Collateral Agent's security interest in such Collateral and (iv) concurrently with the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary delivery of the Borrower, promptly (stock certificates and in any event within 30 days after such Person becomes a Subsidiary): supplements required pursuant to clause (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lendersabove, deliver to the Administrative Collateral Agent legal opinions relating a certificate executed by an Officer of the Pledgor certifying that the representations and warranties with respect to such additional Collateral set forth in Sections 3.5 and 14(a) (as amended by any supplements to Annex A and Annex B) are true and correct on such date.
(c) In addition to the matters described actions required to be taken pursuant to Section 3.3(a) and 3.3(b) hereof, the Pledgor shall from time to time, at the sole expense of the Pledgor, cause appropriate financing statements (on Form UCC-1 or other appropriate form) under the Uniform Commercial Code as in clause (i) immediately precedingeffect in the various relevant States, which opinions shall be in form and substance, and from counsel, covering all Collateral hereunder (with the form of such financing statements to be reasonably satisfactory to the Administrative Collateral Agent. Notwithstanding ), to be filed in the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of relevant filing offices so that at all times the Borrower shall be required to execute Collateral Agent has a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of security interest in all Collateral which is perfected by the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets filing of such Subsidiary are securities financing statements (in each case to the maximum extent perfection by filing may be obtained under the laws of foreign companies (such determination to be made on the basis of fair market valueany relevant State), shall be required to be pledged hereunder.
Appears in 1 contract
Sources: Stock Pledge Agreement (Southern Star Central Corp)
Additional Collateral. (a) With respect to Concurrently with the acquisition, directly or indirectly, by the Issuer or any Capital Stock Guarantor of any newly created asset or acquired Subsidiary property of the type which constitutes Collateral:
(i) the Issuer or any newly issued Capital Stock of any existing Subsidiary acquired after applicable Guarantor, as the Original Closing Date case may be, and the Collateral Agent shall enter into such amendments or supplements to the Security Documents or such additional Security Documents, and, at or prior to the times required by this Indenture or the Borrower or any of its Subsidiaries that is intended Security Documents, the Issuer shall cause such amendments, supplements and other Security Documents to be filed and recorded in all such governmental offices as shall be necessary in order to grant and create a valid first priority Lien on and security interest in such after-acquired property in favor of the Collateral Agent (subject to no Liens except Permitted Collateral Liens) and the Issuer shall complete all other actions necessary to perfect the Collateral Agent’s Security Interest in such property in accordance with the provisions hereof and the provisions of the applicable Security Documents; and
(ii) the Issuer or applicable Guarantor, as the case may be, shall also deliver to the Trustee and Collateral Agent the following:
(A) an Opinion of Counsel required pursuant to Section 10.2 below;
(B) an Officers’ Certificate of the Issuer stating that any specific Liens on such property are Permitted Collateral Liens;
(C) evidence of payment or a closing statement indicating payments to be made of all filing fees, recording charges, transfer taxes and other costs and expenses, including reasonable legal fees and disbursements of counsel for the Trustee and Collateral Agent (and any local counsel) that may be incurred to validly and effectively subject such property to the Lien created by of any applicable Security Document to perfect such Liens; and
(D) UCC, judgment, bankruptcy, tax lien and intellectual property searches confirming that such property is subject to no Liens other than Permitted Collateral Liens; and
(iii) the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate to the Pledge Agreements but which is not so subjecteffect that the documents that have been or are therewith delivered to the Trustee pursuant to this Section 10.1(b) (including any amendments, promptly (and supplements or other Security Documents referred to in any event within 30 days after the acquisition thereof): paragraph (i) execute and deliver above) conform to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit requirements of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiarythis Indenture.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Sources: Indenture (Kemet Corp)
Additional Collateral. (a) With respect to In the event that any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be Credit Party acquires a Material Real Estate Asset and such interest has not otherwise been made subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and Collateral Documents in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative favor of Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly, but in no event later than thirty (30) days following the Lendersacquisition of such Material Real Estate Asset, take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including those which are similar to those described in Sections 3.1(e), 3.1(f), 3.1(g) and 3.1(i) with respect to each such Material Real Estate Asset that Collateral Agent shall reasonably request to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien on such Material Real Estate Assets (or if a Lien on any such Capital StockReal Estate Asset cannot be provided, (ii) take all actions necessary or advisable to cause such a First Priority perfected Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such on the Capital Stock to of the Administrative Agent together with undated stock powers executed Subsidiary that owns a direct interest in blank therefor, and (iii) such Real Estate Asset; provided that if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingsuch Subsidiary is a Foreign Subsidiary, the Borrower Domestic Subsidiary owning such Foreign Subsidiary (directly or through other Foreign Subsidiaries) shall not be required to grant to the Administrative Agent a First Priority perfected Lien upon on the Capital Stock of any Immaterial such directly-owned Foreign Subsidiary.
, which Lien shall be limited to (bA) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary 66% of the Borrower, promptly (and in any event within 30 days after voting Capital Stock of such Person becomes a Subsidiary): (i) cause such new Foreign Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (iiB) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary 100% of the Borrower non-voting Capital Stock of such Subsidiary), in each case, subject to Permitted Liens; provided that neither Parent nor any other Credit Party shall be required to execute a Subsidiary Guarantee provide or Subsidiary Pledge Agreementcause to be provided such additional Collateral (or Guarantees pursuant to Section 5.8) if (i) at the time of acquisition of such Material Real Estate Asset or Capital Stock, and no more than 65% of the Capital Stock of applicable Minimum Equity Value Ratio has been satisfied or equity interests in (ii) any Foreign Subsidiary of the Borrower existing Contractual Obligations assumed or entered into by Parent or any of its Subsidiaries if more than 65% of such Subsidiary to effectuate or reasonably facilitate the assets acquisition of such Subsidiary are securities of foreign companies Material Real Estate Assets (such determination including Contractual Obligations governing non-Wholly Owned Subsidiaries or Joint Ventures and Indebtedness permitted to be made on incurred pursuant to Section 6.1) prohibits the basis granting of fair market value), shall be required to be pledged hereundersuch Lien.
Appears in 1 contract
Sources: Credit and Guaranty Agreement (General Growth Properties, Inc.)
Additional Collateral. (a) With respect to any Capital Stock of any newly created Promptly upon the acquisition or acquired Subsidiary receipt by the Issuer or any newly issued Capital Stock Guarantor of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): After-Acquired Property:
(i) execute the Issuer or the applicable Guarantor, as the case may be, and deliver the Collateral Agent will, if necessary, (A) enter into such amendments or supplements to the Administrative Agent such amendments to the relevant Pledge Agreements Collateral Documents or such other documents as the Administrative Agent shall deem necessary additional Collateral Documents (in each case in registrable or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) recordable form if requested by the Administrative Trustee), and cause such amendments and supplements to be filed and recorded in all such governmental offices as shall be necessary in order to grant and create a valid and perfected Lien on and Security Interest in such After-Acquired Property in favor of the Collateral Agent (subject to no Liens except Permitted Liens) and (B) cause appropriate financing statements to be filed in such governmental offices as shall be reasonably necessary in order to perfect any security interest in such After-Acquired Property as to which a security interest may, under the UCC of the applicable jurisdiction, be perfected by the filing of a financing statement;
(ii) the Issuer or the Required Lendersapplicable Guarantor, as the case may be, shall also deliver to the Administrative Agent legal opinions relating Trustee the following:
(A) an Opinion of Counsel either (a) substantially to the matters described effect that, in the opinion of such counsel, the applicable Collateral Documents, financing statements and all other instruments of further assurance or assignment have been properly recorded and filed so as to make effective and perfect the Security Interests in such After-Acquired Property and reciting the details of such action or (b) to the effect that, in the opinion of such counsel, no such action is necessary to perfect the Security Interests in such After-Acquired Property; and
(B) evidence of payment to be made by the Issuer or the applicable Guarantor of all filing fees, recording and registration charges, transfer taxes and other costs and expenses including reasonable legal fees and disbursements of counsel for the Trustee (and any local counsel) that may be incurred to validly and effectively subject such property to the Lien of the Collateral Documents and to perfect such Lien.
(iii) in connection with the deliveries made pursuant to clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingof this Section 10.01(b), the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent Issuer or the Required Lenders, applicable Guarantor shall deliver to the Administrative Agent legal opinions relating Trustee an Opinion of Counsel and an Officers' Certificate to the matters described effect that the documents that have been or are therewith delivered to the Trustee pursuant to this Section 10.01(b) (including any amendments, supplements or other Collateral Documents referred to in clause (i) immediately preceding, which opinions shall be above) conform in form and substance, and from counsel, reasonably satisfactory all material respects to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary requirements of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderthis Indenture.
Appears in 1 contract
Sources: Indenture (Umt Holdings Lp)
Additional Collateral. (a) With respect to any Capital Stock Each of any newly created or acquired Subsidiary or any newly issued Capital Stock Additional Obligor and Borrower hereby unconditionally and absolutely assigns, transfers and sets over unto Lender all of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject Additional Obligor’s and Borrower’s right, title and interest in and to the Lien created by any Additional Collateral, it being intended that this assignment be an absolute assignment from Additional Obligor and Borrower to Lender and not merely the granting of a security interest. Until the occurrence of an Event of Default which remains uncured, Additional Obligor and Borrower may retain, use and enjoy the benefits of the Pledge Agreements but which is not so subjectAdditional Collateral. Upon the occurrence and during the continuance of an Event of Default, promptly (and the license described in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agentpreceding sentence shall, for the benefit of the Lendersupon Lender’s written election, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforrevoked, and Lender may elect to exercise any and all of Lender’s rights and remedies hereunder; provided, however, that upon Lender’s acceptance of Additional Obligor’s and/or Borrower’s cure or Lender’s waiver of such Event of Default (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingprovided that no other Event of Default is continuing), the license granted to Additional Obligor and Borrower pursuant to this clause (a) shall not automatically be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryreinstated.
(b) With Subject to applicable Legal Requirements, each of Additional Obligor and Borrower hereby irrevocably constitutes and appoints Lender (and any of its officers) as the true and lawful agent and attorney-in-fact (with full powers of substitution) for Additional Obligor and/or Borrower, to, during the continuance of an Event of Default, demand, receive and enforce Additional Obligor’s and/or Borrower’s rights with respect to the Additional Collateral, to give appropriate receipts, releases, and satisfactions for and on behalf of Additional Obligor and/or Borrower and to do any Person thatand all acts in the name, subsequent place, and stead of Additional Obligor and/or Borrower or in the name of Lender with the same force and effect as Additional Obligor and/or Borrower could do if the foregoing assignment had not been made. The power-of-attorney granted in this clause (b) is deemed to be a power coupled with an interest and shall not terminate until the Original Closing Date, becomes a direct expiration or indirect Subsidiary termination of the Borrowerforegoing assignment.
(c) Each of Additional Obligor and Borrower shall remain liable to, promptly (and shall, perform all of its material obligations under the Additional Collateral. Additional Obligor and Borrower shall, at their sole cost and expense, enforce the Additional Collateral in a commercially reasonable manner and comply with all of its material obligations under the Additional Collateral. Each of Additional Obligor and Borrower shall give Lender notice of any default by any party under the Additional Collateral, in any event within 30 days after such Person becomes case, which is likely to result in a Subsidiary): Material Adverse Effect. So long as (i) cause such new Subsidiary to become a party to each of Additional Obligor and Borrower is acting in the Subsidiary Pledge Agreement and the Subsidiary Guarantee ordinary course of business, and (ii) if requested by no Event of Default has occurred and is continuing, except as otherwise provided in the Administrative Agent Loan Documents, each of Additional Obligor and Borrower may alter, amend, extend, modify, change, cancel or terminate any of the Required LendersAdditional Collateral, deliver provided that such alterations, amendments, extensions, modifications, changes, cancellations and terminations, taken as a whole, are not likely to the Administrative Agent legal opinions relating to the matters described result in clause a Material Adverse Effect. So long as (i) immediately preceding, which opinions shall be each of Additional Obligor and Borrower is acting in form and substancethe ordinary course of business, and from counsel(ii) no Event of Default has occurred and is continuing, reasonably satisfactory to except as otherwise provided in the Administrative Agent. Notwithstanding other Loan Documents, Additional Obligor and Borrower may enter into new Additional Collateral on commercially reasonable terms without Lender’s prior written consent in each instance in accordance with the foregoing, no Immaterial Subsidiary or Foreign Subsidiary terms and provisions of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderLoan Documents.
Appears in 1 contract
Sources: Loan Agreement (Retail Value Inc.)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after Borrower's performance under the Original Closing Date Note, as modified by the Note Modification, shall be further secured pursuant to Borrower's collateral assignment to Lender, and Borrower or hereby grants a security interest to Lender in and to, all of Borrower's right, title, and interest in and to all of Borrower's right to receive any of its Subsidiaries that is intended amounts under those certain Vacation Partners Purchase Agreements (Nevada) listed on Exhibit "B" attached hereto and incorporated herein by reference, which evidence amounts owed to be subject to Borrower from the Lien created by any buyers' named therein in the aggregate principal amount as of the Pledge date hereof of approximately Seventy-Nine Thousand Dollars ($79,000.00) (collectively, the "Additional Collateral Agreements"). Said buyers' performance under the Additional Collateral Agreements but are secured by those certain Deeds of Trust which is not so subjectname Borrower as beneficiary, promptly and which are recorded in the county of ▇▇▇▇▇, state of Nevada, encumbering certain Timeshare Interests purchased by the trustors under such Deeds of Trust (collectively, the "Additional Collateral Deeds of Trust"). The assignment of the Additional Collateral Agreements shall be evidenced by Borrower's execution and delivery to Lender concurrently herewith of an Assignment of Purchase Agreements in any event within 30 days after the acquisition thereof): form of that attached hereto as Exhibit "C" and incorporated herein by this reference (i) the "Additional Collateral Agreements Assignment"). Concurrently herewith, Borrower shall also execute and acknowledge and deliver to Lender an Assignment of Deeds of Trust in the form of that attached hereto as Exhibit "D" assigning to Lender all of Borrower's beneficial interest under the Additional Collateral Deeds of Trust (the "Additional Collateral Deeds of Trust Assignment"). Concurrently herewith, Borrower shall also execute and deliver to Lender a UCC-2 Amendment to Financing Statement in the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents form of that attached hereto as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.Exhibit "E."
Appears in 1 contract
Sources: Loan Agreement (Reynolds Debbie Hotel & Casino Inc)
Additional Collateral. Unless a Collateral Release Event shall have occurred:
(a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Effective Date by the Borrower or any of its Subsidiaries Subsidiary Guarantor that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than any assets described in subsection 7.10 or paragraph (b), (c) or (d) of this subsection), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Collateral Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Collateral Agent a Lien on such Capital Stockassets, (ii) take all actions reasonably deemed necessary or advisable by the Collateral Agent to cause such Lien to be duly perfected (to the extent contemplated therein and in the other Loan Documents) in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing jurisdictions as may be requested by the Collateral Agent (it being agreed that no action shall be required pursuant to this clause (ii) to perfect a Lien (1) in assets that would not constitute UCC Filing Collateral or (2) in assets constituting UCC Filing Collateral if such Capital Stock perfection relates to the Administrative Agent together assets constituting UCC Filing Collateral with undated stock powers executed in blank thereforan aggregate book value of less than $1,000,000), and (iii) with respect to assets constituting UCC Filing Collateral with a book value in excess of $1,000,000 that are perfected under the laws of any jurisdiction, if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Effective Date, becomes a direct Domestic Subsidiary (other than a Credit Card Subsidiary) promptly: (i) execute and deliver to the Collateral Agent a new pledge agreement or indirect such amendments to the relevant Pledge Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Collateral Agent a Lien on the Capital Stock of such Domestic Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Collateral Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrowerpledgor thereof, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (iiii) cause such new Domestic Subsidiary (A) to become a party to the Subsidiary Pledge Agreement Subsidiaries Guarantee and the Subsidiary Guarantee Subsidiaries Security Agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Collateral Agent, and (iiB) to take all actions reasonably deemed necessary or advisable by the Collateral Agent to cause the Lien created by the Subsidiaries Security Agreement to be duly perfected (to the extent contemplated therein and in the other Loan Documents) in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Collateral Agent (it being agreed that no action shall be required pursuant to this clause (iii) to perfect a Lien in assets that would not constitute UCC Filing Collateral or in assets constituting UCC Filing Collateral if such perfection relates to assets constituting UCC Filing Collateral with an aggregate book value of less than $1,000,000) and (iv) with respect to assets of any such Domestic Subsidiary with a book value in excess of $1,000,000 that are perfected under the laws of any jurisdiction, if requested by the Administrative Agent or the Required LendersCollateral Agent, deliver to the Administrative Collateral Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.
(c) With respect to any Person that, subsequent to the Effective Date, becomes a Foreign Subsidiary with a net worth in excess of $1,000,000, promptly upon the request of the Administrative Agent. Notwithstanding : (i) execute and deliver to the foregoing, no Immaterial Collateral Agent a new pledge agreement or such amendments to the relevant Pledge Agreement as the Collateral Agent shall deem necessary or advisable to grant to the Collateral Agent a Lien on the Capital Stock of such Subsidiary or Foreign Subsidiary of which is owned by the Borrower or any of its Subsidiaries (provided that in no event shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests any such Subsidiary be required to be so pledged) and (ii) deliver to the Collateral Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in any Foreign Subsidiary blank by a duly authorized officer of the Borrower or any of its Subsidiaries if more than 65% such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the assets jurisdiction of organization of such Foreign Subsidiary are securities as may be necessary or advisable to perfect such Lien on such Capital Stock.
(d) If the Borrower or any Subsidiary Guarantor shall acquire any Investment Securities (other than Investment Securities of foreign companies any issuer aggregating less than $1,000,000) prior to the occurrence of a Collateral Release Event, such Loan Party shall deliver certificates representing such Investment Securities to the Administrative Agent or its agent or custodian (or otherwise "transfer" such determination Investment Security (within the meaning of the applicable Uniform Commercial Code) to be made on the basis of fair market value), Collateral Agent or its agent or custodian (or take such other action as shall be required to perfect the security interest of the Collateral in accordance with the applicable Uniform Commercial Code)), together with, when necessary or appropriate, undated powers as provided in Section 2(b) of the Pledge Agreement, to be pledged hereunderheld by the Collateral Agent (or its agent or custodian) as Pledged Securities, subject to the terms of the Pledge Agreement, as collateral security for the Secured Obligations.
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date The transfer by the Borrower or any Seller and the Depositor of its Subsidiaries that is the Subsequent Mortgage Loans to the Trustee shall be absolute and shall be intended by all parties hereto to be subject treated as a sale by the Seller to the Lien created by any Trust Fund. If the assignment and transfer of the Pledge Agreements but which Subsequent Mortgage Loans and the other property specified in this Section 2.09 pursuant to this Agreement is held or deemed not so subjectto be a sale or is held or deemed to be a pledge of security for a loan, promptly (the Seller and the Depositor each intends that the rights and obligations of the parties shall be established pursuant to the terms of this Agreement and that, in any event within 30 days after the acquisition thereof): such event, (i) execute the Seller and deliver the Depositor each shall be deemed to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to have granted and does hereby grant to the Administrative AgentTrustee as of such Subsequent Transfer Date a first priority security interest in its respective entire right, for the benefit of the Lenders, a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected title and interest in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock and to the Administrative Agent together with undated stock powers executed in blank therefor, Subsequent Mortgage Loans and (iii) if requested by the Administrative Agent or the Required Lenders, deliver all other property conveyed to the Administrative Agent legal opinions relating Trustee pursuant to the matters described in clauses (i) this Section 2.09 and all proceeds thereof and (ii) immediately preceding, which opinions this Agreement shall constitute a security agreement under applicable law. The purchase price shall be in form and substance, and from counsel, reasonably satisfactory to one hundred percent (100%) of the Administrative Agent. Notwithstanding Stated Principal Balances of the foregoing, Subsequent Mortgage Loans as of the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryrelated Cut-off Date.
(b) With respect to any Person that, subsequent The Seller shall transfer and deliver to the Original Closing Date, becomes a direct Trustee or indirect Subsidiary the Custodian on behalf of the Borrower, promptly Trustee the Subsequent Mortgage Loans and the other property and rights related thereto described in paragraph (and in any event within 30 days after such Person becomes a Subsidiary): a) above only upon the satisfaction of each of the following conditions on or prior to the applicable Subsequent Transfer Date:
(i) cause such new Subsidiary to become a party The Seller shall have provided the Trustee and the Rating Agencies with an Addition Notice, which notice shall be given not less than two Business Days prior to the Subsidiary Pledge Agreement applicable Subsequent Transfer Date and shall designate the Subsequent Mortgage Loans to be sold to the Trust Fund and the Subsidiary Guarantee aggregate Stated Principal Balance of such Mortgage Loans and the Rating Agencies shall not have informed the Seller or the Trustee prior to the applicable Subsequent Transfer that the inclusion of such Subsequent Mortgage Loans would result in the downgrade or withdrawal of the ratings assigned to the Certificates;
(ii) if requested The Seller and the Depositor shall have delivered to the Trustee a duly executed Subsequent Transfer Agreement in substantially the form of Exhibit P;
(iii) The Seller shall have delivered to the Master Servicer for deposit in the Certificate Account all principal collected and interest collected to the extent accrued after the related Cut-off Date;
(iv) As of each Subsequent Transfer Date, the Seller was not insolvent nor will the Seller be made insolvent by such transfer nor is the Administrative Agent Seller aware of any pending insolvency;
(v) Such addition will not result in a material adverse tax consequence to any REMIC or the Required Lenders, deliver to Holders of the Administrative Agent legal opinions Certificates;
(vi) The Pre-Funding Period shall not have terminated;
(vii) The Seller shall have provided the Trustee and the Rating Agencies with an Opinion of Counsel relating to the sale (i.e., "True Sale Opinion") of the Subsequent Mortgage Loans to the Trustee, the enforceability of the Subsequent Transfer Agreement and to the effect that the transfer of such Subsequent Mortgage Loans will not adversely affect the status of any REMIC as a REMIC which matters described may be covered in clause the opinions delivered on the Closing Date;
(iviii) immediately precedingThe Subsequent Mortgage Loans satisfy the parameters set forth in Exhibit Q hereto; and
(ix) On the last Subsequent Transfer Date, which opinions the Trustee shall have received an accountant's letter confirming that the characteristics of the Mortgage Loans (including the Subsequent Mortgage Loans) satisfy the conditions set forth in Exhibit Q hereto.
(c) The Seller, the Depositor and the Trustee shall comply with their respective obligations set forth in Section 2.01, 2.02, 2.03 and 2.04 with respect to the Subsequent Mortgage Loans delivered on each Subsequent Transfer Date. References in such Sections to the Mortgage Loans shall be in form and substance, and from counsel, reasonably satisfactory deemed to refer to the Administrative Agent. Notwithstanding Subsequent Mortgage Loans and references to the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower Closing Date shall be required deemed to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of refer to the Capital Stock of or equity interests in any Foreign Subsidiary of applicable Subsequent Transfer Date except that references to 720 days after the Borrower or any of its Subsidiaries if more than 65% of Closing Date shall remain unchanged as shall representations made with specific reference to the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderInitial Mortgage Loans.
Appears in 1 contract
Sources: Pooling and Servicing Agreement (Mellon Residential Funding Corp Mort Pas THR Ser 2000 TBC 3)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary assets (or any newly issued Capital Stock of any existing Subsidiary interest therein) acquired after the Original Closing Date by the Borrower Company or any of its Restricted Subsidiaries that is intended are of the type and, in the case of real property or leasehold interests, of substantially similar value to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectproperties or interests covered by any Security Documents, promptly (and in any event within 30 days after the acquisition thereof): (iA) execute and deliver to the applicable Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the such Administrative Agent shall deem necessary or advisable to grant to the such Administrative Agent, for the benefit of the Lenders, if the assets are located in a jurisdiction other than Canada, or the Canadian Revolving Credit Lenders, if the assets are located in Canada, a Lien on such Capital Stockassets (or such interest therein), (iiB) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements and the recording of Mortgages in such original certificates evidencing jurisdictions as may be requested by such Capital Stock to the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iiiC) if requested by the such Administrative Agent or the Required LendersAgent, deliver to the such Administrative Agent legal opinions relating to the matters described in clauses (iB) and (iiC) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the such Administrative Agent, and (D) if requested by such Administrative Agent, deliver to such Administrative Agent such surveys, title insurance and flood insurance as such Administrative Agent shall reasonably request. Notwithstanding In addition, in the foregoingevent that any assignment to an Assignee by any Canadian Revolving Credit Lender is effected pursuant to subsection 11.6(b), the Canadian Borrower shall not promptly cause to be required executed and delivered such amendments to grant any Security Documents relating to Liens evidenced by filings or registrations in the Administrative Agent a Lien upon Province of Quebec as such Transferee shall request to comply with any requirement of Quebec law that the Capital Stock names of any Immaterial Subsidiaryall secured parties be listed on security documents covering property in Quebec.
(b) With respect (provided that if such foreign Restricted Subsidiary is organized under the laws of Canada or any province thereof the remaining 34% of the Capital Stock thereof shall be pledged to any Person that, subsequent secure the obligations of the Canadian Borrower hereunder and under the other Loan Documents to the Original Closing DateCanadian Revolving Credit Lenders), becomes of such Restricted Subsidiary which is owned by the Company or any of its Restricted Subsidiaries, (ii) deliver to such Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a direct or indirect Subsidiary duly authorized officer of the BorrowerCompany or such Restricted Subsidiary, promptly as the case may be, (and iii) in the case of any event within 30 days after such Person becomes a domestic Restricted Subsidiary): (i) , cause such new Restricted Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and the Subsidiary US Guarantee and Collateral Agreement, in each case pursuant to an annex to the US Guarantee and Collateral Agreement or otherwise pursuant to documentation which is in form and substance satisfactory to such Administrative Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by the US Guarantee and Collateral Agreement or such other documentation to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by such Administrative Agent and (iv) if requested by the such Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the such Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary assets (or any newly issued Capital Stock of any existing Subsidiary interest therein) acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (including, without limitation, any assets described in paragraph (b) or (c) of this subsection and any assets (including any Contracts or any rights to or under any Contracts) required to be so subjected pursuant to subsection 8.6(a) or 8.6(b)), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets (or such interest therein), (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required Agent and (iv) if any such assets are rights to grant any Contracts obtain and deliver to the Administrative Agent a Lien upon an Assignment and Consent executed by DirecTv, Inc. and the Capital Stock of any Immaterial SubsidiaryNRTC.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Subsidiary, promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the Guarantee and Collateral Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and Collateral Agreement and, if applicable, an Assignment and Consent, in each case pursuant to an annex to the Guarantee and Collateral Agreement or otherwise pursuant to documentation which is in form and substance satisfactory to the Administrative Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by the Guarantee and Collateral Agreement and, if applicable, an Assignment and Consent, to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent or Agent, (iv) if reasonably requested by the Required LendersAdministrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding Agent and (iv) obtain and deliver to the foregoingAdministrative Agent an Assignment and Consent executed by DirecTv, no Immaterial Subsidiary or Foreign Subsidiary of Inc. and the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge AgreementNRTC, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderapplicable.
Appears in 1 contract
Sources: Credit Agreement (Digital Television Services of Kansas LLC)
Additional Collateral. (a) With respect to any Person (other than a Domestic Subsidiary formed for the sole purpose of holding the Capital Stock of any newly created one or acquired Subsidiary or any newly issued Capital Stock more of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject Company's Foreign Subsidiaries) that, subsequent to the Lien created by any Closing Date, becomes a Domestic Subsidiary which is a Material Subsidiary, promptly upon the request of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): Administrative Agent: (i) execute and deliver to the Documentation Agent, for the benefit of the Lenders, such supplements to the Collateral Agreement as the Administrative Agent shall deem necessary or advisable to (A) cause such Subsidiary to become a Subsidiary Guarantor and (B) grant to the Documentation Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Company or any of its Subsidiaries, (ii) deliver to the Documentation Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of the Company or such Subsidiary, as the case may be, (iii) cause such new Subsidiary to take all actions necessary or advisable to cause the Lien created by the Collateral Agreement to be duly perfected in accordance with all applicable Requirements of Law and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(b) With respect to any Person that, subsequent to the Closing Date, becomes a Foreign Subsidiary and which has Capital Stock which is owned directly by the Company or a Domestic Subsidiary which is a Material Subsidiary, promptly upon the request of the Administrative Agent: (i) execute and deliver to the Documentation Agent a new Foreign Pledge Agreement or such amendments to the relevant Foreign Pledge Agreements or such other documents Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Documentation Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned directly by the Company or any of its Domestic Subsidiaries (PROVIDED that in no event shall more than 65% of the Capital Stock of any such Subsidiary be required to be so pledged if the pledge of more than such amount would be reasonably likely to cause adverse tax consequences), (ii) to the extent reasonably deemed advisable by the Administrative Agent, deliver to the Administrative Agent any certificates representing such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Company or such Subsidiary, as the case may be, (iii) take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock and (iiiiv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and through (iiiii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Each Foreign Borrower hereby covenants and agrees that it shall not be required take any action or fail to grant to the Administrative Agent take any action which would constitute a Lien upon the Capital Stock Default or Event of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged Default hereunder.
Appears in 1 contract
Sources: Credit Agreement (Hexcel Corp /De/)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower American Tire or any of its Domestic Subsidiaries (including interests owned by a Borrower in any joint venture unless the joint venture agreement prohibits the pledge of such interest to another Person) that is are intended to be subject to the Lien created by any of the Pledge Security Agreements or this Agreement but which is are not so subjectsubject (but, promptly (and in any event within 30 days after the acquisition thereof): event, excluding (i) any assets described in paragraph (b) or (c) of this subsection, (ii) assets having a book value of less than $500,000 and (iii) Excluded Property) (A) execute and deliver to the Administrative Agent such amendments or supplements to the relevant Pledge Security Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, and (iiB) take all actions necessary or advisable to cause such Lien to be duly perfected to the extent required by such Security Agreement in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing jurisdictions as may be requested by the Administrative Agent.
(b) With respect to any Person that is or becomes a Subsidiary (other than any Foreign Subsidiary of American Tire) that has assets, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a joinder agreement to this Agreement and such other documents (including, if requested by Administrative Agent, an amendment to any Hedging Agreement to add such Subsidiary thereto) as may reasonably be determined by the Administrative Agent to add such Subsidiary as an additional “Borrower” hereunder, and/or a new pledge agreement or such amendments to the relevant Security Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by American Tire or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank thereforby a duly authorized officer of the Borrowers or such Subsidiary, as the case may be, and (iii) if requested by Administrative Agent, cause such new Subsidiary (a) to become a party to a subsidiary guarantee, if applicable, or such comparable documentation which is in form and substance reasonably satisfactory to the Administrative Agent, and (b) to take all actions necessary or advisable to cause the Lien created by the Security Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent.
(c) With respect to any Person that is or becomes a Foreign Subsidiary of American Tire and that has assets, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) execute and deliver to the Administrative Agent a new pledge agreement or such amendments to the Required relevant Security Agreement as the Administrative Agent reasonably shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by American Tire or any of its Subsidiaries (provided that in no event shall more than 65% of the Capital Stock of any such Foreign Subsidiary be required to be so pledged), and (ii) if such Capital Stock is issued in certificated form, deliver to the Administrative Agent any certificates representing such Capital Stock, together with undated stock powers executed and delivered in blank by a duly authorized officer of American Tire or such Subsidiary, as the case may be, and take or cause to be taken all such other actions under the law of the jurisdiction of organization of such Foreign Subsidiary as may be necessary or advisable to perfect such Lien on such Capital Stock, and if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Sources: Loan and Security Agreement (Texas Market Tire, Inc.)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any The Company will cause each of its Subsidiaries that is intended Subsidiary Guarantors which has not previously done so to be subject to the Lien created by any of the Pledge Agreements but which is not so subject, promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such duly executed joinders and amendments to the relevant Pledge Agreements or such and Security Agreement and, if applicable, the other documents as the Administrative Agent shall deem necessary or advisable to grant Security Documents, in each case, in form and substance reasonably satisfactory to the Administrative Agent, for the benefit of the Lenders, a Lien on and to take such Capital Stock, (ii) take all actions other action as reasonably shall be necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to as the Administrative Agent together with undated stock powers executed reasonably shall request to grant to the Collateral Agent a valid and enforceable first priority perfected security interest in blank thereforall Collateral of such Subsidiary Guarantor (subject to any Liens permitted by Section 11.3). Each such joinder and amendment shall be accompanied by such evidence of the taking of all actions as may be necessary or appropriate for the perfection and first priority of such security interest (including, without limitation, the filing of any necessary Uniform Commercial Code financing statements) and (iii) if such resolutions, incumbency certificates and legal opinions as are reasonably requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, all of which opinions shall be in form and substance, and from counsel, substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoingforegoing or any other provision of this Agreement or any other Loan Document, (i) the Borrower Collateral shall not be required to grant exclude assets to the Administrative extent that a security interest therein could reasonably be likely to result in a material adverse tax consequence to the Company, and any other assets as to which the Collateral Agent and the Company reasonably agree that the cost or other consequence of obtaining such a Lien upon security interest or perfection thereof are excessive in relation to the Capital Stock of any Immaterial Subsidiary.
value afforded thereby, (bii) With with respect to any Person that, subsequent to Domestic Subsidiary (other than any Excluded Subsidiary) formed or acquired on or after the Original Closing Amendment No. 1 Effective Date, becomes a direct or indirect Subsidiary of the Borrower, Loan Parties shall promptly (and in any event within 30 not longer than ninety (90) days after the date such Person becomes a Subsidiary): Domestic Subsidiary is formed or acquired (i) cause or such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by longer period as the Administrative Agent may agree) comply with provisions of Sections 10.10 through 10.15 (inclusive) and Section 10.19 and (iii) with respect to any Domestic Subsidiary that is initially an Excluded Subsidiary but subsequently becomes no longer an Excluded Subsidiary, the Loan Parties shall promptly and in any event not longer than ninety (90) days after the date such Domestic Subsidiary becomes no longer an Excluded Subsidiary (or the Required Lenders, deliver to such longer period as the Administrative Agent legal opinions relating to may agree) comply with the matters described in clause provisions of Sections 10.10 through 10.15 (iinclusive) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunderSection 10.19.
Appears in 1 contract
Sources: Revolving Credit Agreement (Revlon Consumer Products Corp)
Additional Collateral. (a) With respect to any Capital Stock Upon the existence of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary acquired after the Original Closing Date by the Borrower or any of its Subsidiaries that is intended to be subject to the Lien created by any of the Pledge Agreements but which is not so subjectcircumstances described in this Section, the Parent, Borrowers and the Restricted Subsidiaries shall promptly (and in any event within 30 days after 10 Business Days following the acquisition thereof): (i) request of the Administrative Agent execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents additional Collateral Documents as may be requested by the Administrative Agent shall deem necessary or advisable (to the extent relevant, substantially in the form of any existing Collateral Documents), as may be reasonably required by the Administrative Agent to grant and perfect Liens in favor of the Administrative Agent on the related Property:
(a) Upon the acquisition by any Parent, Borrowers or any Restricted Subsidiary after the Closing Date of any Real Property having (i) a purchase price, or (ii) a combination of purchase price and anticipated capital expenditures in connection with such Real Property, in excess of $50,000,000, a Deed of Trust with respect thereto, together with such title insurance as may be requested by the Administrative Agent,
(b) Upon any other parcel of Real Property (not otherwise covered by a Deed of Trust) generating EBITDA in any fiscal year in excess of $10,000,000, a Deed of Trust with respect thereto, together with such title insurance as may be reasonably requested by the Administrative Agent;
(c) Within 45 days following the Closing Date, a Deed of Trust in respect of each parcel of real property described on Schedule 6.13, together with such title insurance as may be requested by the Administrative Agent;
(d) Substantially concurrently with the creation of any deposit, brokerage or other similar account by Parent, enter into a control agreement, in form and substance acceptable to the Administrative Agent, with respect thereto;
(e) Promptly upon obtaining all Gaming Board or other Governmental Agency approval required for the benefit any Parent, Borrower or Sibling Guarantor to pledge its shares or other equity interests of the Lenders, any gaming licensee which is a Lien on such Capital Stock, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock Restricted Subsidiary to the Administrative Agent together to secure the Obligations pursuant to the Pledge Agreement (which Parent agrees to use its best efforts to obtain), deliver all share or membership certificates with undated stock powers executed respect to such gaming licensee to the Administrative Agent;
(f) Concurrently with the acquisition or construction thereof, any other asset or group of assets (other than Real Property) having a value in blank thereforexcess of $25,000,000; and
(g) Prior to the dates described in the Pledge Agreement, the Pledged Collateral described on Schedules 2 and 3 to the Pledge Agreement (iii) if requested by as to which certain approvals of Gaming Boards are required). Concurrently with the execution and delivery of any such Collateral Documents, Parent, the Borrowers and the Restricted Subsidiaries shall provide to the Administrative Agent such appraisals, environmental reports, surveys, opinions, abstracts of title or other assurances as the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, Requisite Lenders may reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiaryrequest.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Sources: Loan Agreement (Station Casinos Inc)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary or any newly issued Capital Stock of any existing Subsidiary assets acquired after the Original Closing Date by the Borrower Parent, the Borrowers or any of its their Subsidiaries that is are intended to be subject to the Lien created by any of the Pledge Agreements Security Documents but which is are not so subjectsubject (other than (y) any assets described in paragraph (b) of this Section and (z) immaterial assets a Lien on which cannot be perfected by filing UCC-1 financing statements), promptly (and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on such Capital Stockassets, (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all including, without limitation, the filing of financing statements in such original certificates evidencing such Capital Stock to jurisdictions as may be requested by the Administrative Agent together with undated stock powers executed in blank thereforAgent, and (iii) if requested by the Administrative Agent Agent, with respect to any material fee real property acquired by the Parent, the Borrowers or their Subsidiaries after the Required LendersOriginal Closing Date, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, substance and from counsel, counsel reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary.
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary Subsidiary, promptly upon the request of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): Administrative Agent: (i) execute and deliver to the Administrative Agent, for the benefit of the Lenders, a new pledge agreement or such amendments to the relevant Pledge Agreement as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a Lien on the Capital Stock of such Subsidiary which is owned by the Parent, the Individual Shareholders, the Borrowers or any of their Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers duly executed and delivered in blank, (iii) cause such new Subsidiary (A) to become a Borrower party hereto or, with the consent of the Administrative Agent or a party to a guarantee and a security agreement, in each case pursuant to documentation which is in form and substance satisfactory to the Subsidiary Pledge Agreement and the Subsidiary Guarantee Administrative Agent, and (iiB) to take all actions necessary or advisable to cause the Lien created by such security agreement to be duly perfected in accordance with all applicable Requirements of Law, including, without limitation, the filing of financing statements in such jurisdictions as may be requested by the Administrative Agent and (iv) if requested by the Administrative Agent or the Required LendersAgent, deliver to the Administrative Agent legal opinions relating to the matters described in clause clauses (i), (ii) and (iii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Sources: Credit Agreement (Kirklands Inc)
Additional Collateral. (a) With respect to any Capital Stock of any newly created or acquired Subsidiary The Obligors or any newly issued Capital Stock Subsidiary of the Parent Guarantor (i) shall grant Liens on Additional Collateral to the extent required pursuant to the terms of this Indenture, and (ii) shall, in their sole or absolute discretion, be permitted to grant Liens on other assets of the Parent Guarantor or any existing of its Subsidiaries, in each case to secure the Notes and the Note Guarantees and any other Indebtedness that is secured by the Shared Collateral as permitted by Section 4.10; provided that, if a Subsidiary acquired after of the Original Parent Guarantor grants Liens on Additional Collateral or any of its assets, such Subsidiary shall promptly become a Guarantor and a guarantor of each other Series of Secured Debt in accordance with the terms of the applicable Secured Debt Document. If the Obligors grant any Additional Collateral (other than Non-Shared Collateral) to secure such other Indebtedness that is secured by the Shared Collateral, such Additional Collateral shall also secure the Notes and the Note Guarantees on the same basis as the Shared Collateral securing the Notes and the Note Guarantees on the Closing Date by pursuant to the Borrower terms of the Intercreditor Agreement.
(b) If the Parent Guarantor or any of its Subsidiaries creates or permits to subsist any intercompany Indebtedness between (i) the Parent Guarantor and any of its Subsidiaries that is intended to be subject to the Lien created by any not an Obligor, or (ii) between Subsidiaries of the Pledge Agreements but which Parent Guarantor where one such Subsidiary is not so subjectan Obligor, promptly under which, in respect of any such Indebtedness (taken individually) is of an aggregate principal amount in excess of US$20.0 million, then the Parent Guarantor or the relevant Subsidiary shall be required to grant promptly, and in any event within 30 days after the acquisition thereof): (i) execute and deliver to the Administrative Agent such amendments to the relevant Pledge Agreements or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenderscalendar days, a Lien on over the receivables under such Capital Stock, intercompany Indebtedness (ii) take all actions necessary or advisable to cause such Lien to be duly perfected in accordance with all applicable Requirements of Law, including delivering all such original certificates evidencing such Capital Stock to the Administrative Agent together with undated stock powers executed in blank therefor, and (iii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clauses (i) and (ii) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, the Borrower shall not be required to grant to the Administrative Agent a Lien upon the Capital Stock of any Immaterial Subsidiary“Additional Intercompany Indebtedness Collateral”).
(b) With respect to any Person that, subsequent to the Original Closing Date, becomes a direct or indirect Subsidiary of the Borrower, promptly (and in any event within 30 days after such Person becomes a Subsidiary): (i) cause such new Subsidiary to become a party to the Subsidiary Pledge Agreement and the Subsidiary Guarantee and (ii) if requested by the Administrative Agent or the Required Lenders, deliver to the Administrative Agent legal opinions relating to the matters described in clause (i) immediately preceding, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no Immaterial Subsidiary or Foreign Subsidiary of the Borrower shall be required to execute a Subsidiary Guarantee or Subsidiary Pledge Agreement, and no more than 65% of the Capital Stock of or equity interests in any Foreign Subsidiary of the Borrower or any of its Subsidiaries if more than 65% of the assets of such Subsidiary are securities of foreign companies (such determination to be made on the basis of fair market value), shall be required to be pledged hereunder.
Appears in 1 contract
Sources: Indenture (Azul Sa)