Additional Subsidiary Guarantors. (a) The Company may at any time cause any Subsidiary to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and shall cause any Subsidiary which is a Bank Subsidiary Obligor under or with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders: (1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes; (2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and (3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions. (b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.
Appears in 1 contract
Sources: Note Purchase Agreement (Ecolab Inc)
Additional Subsidiary Guarantors. <In>
(a) The Company Subject to Section 5.09(b), in the event that any Person becomes a Material Domestic Subsidiary (or is designated by the Borrower as, or is deemed designated as, a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”) or becomes a Borrowing Base Property Subsidiary, whether pursuant to formation, acquisition or otherwise, the Borrower shall promptly (and, in any event, within thirty (30) days after such formation, acquisition or other event, as such time period may at any time be extended by the Administrative Agent in its sole discretion) (<a>i) cause any Subsidiary such Person to become a Subsidiary Guarantor by executing delivering to the Administrative Agent a duly executed supplement to the Subsidiary Guaranty and delivering a Subsidiary Guarantee the Security Agreement, (<b>ii) cause all of the issued and shall cause outstanding Equity Interests of such <Subsidiary Guarantor>Person to be subject to a first priority, perfected Lien in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of, and subject to the exceptions set forth in, the Collateral Documents, subject in any Subsidiary which is case to Liens created under the Loan Documents, and restrictions on transfer imposed by applicable securities laws and other Liens permitted hereunder that arise by operation of law and (x) if any of such Equity Interests consist of certificated securities, deliver to the Administrative Agent the certificates representing such securities, in each case with appropriate endorsements or transfer powers, and (y) if any of such Equity Interests consist of uncertificated securities, enter into a Bank Subsidiary Obligor under control agreement with the issuer of such Equity Interests granting the Administrative Agent control (within the meaning of the UCC) over such uncertificated securities, and (<e>iii) deliver to the Administrative Agent appropriate resolutions, other Organizational Documents and legal opinions as may be reasonably requested by the Administrative Agent, in each case, in substantially the forms attached to such Loan Document or with respect substantially similar to any Bank Credit Agreementthose documents delivered on the Effective Date pursuant to Section 4.01(a)(xi) and (xii), to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as extent applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable which shall otherwise be in form and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be substance reasonably satisfactory to the Required HoldersAdministrative Agent.
(b) Notwithstanding anything to the effect that contrary herein, during the Indigo Indenture Restriction Period, (i) such none of the Indigo Restricted Subsidiaries shall be obligated to become Subsidiary Guarantor is validly existing and in good standing Guarantors under the laws of its jurisdiction of organization, has Subsidiary Guaranty or the applicable power and authority to execute and perform the Subsidiary Guarantee Security Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on Equity Interests of the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, Indigo Restricted Subsidiaries (other than Indigo Natural Resources) shall not be required to be subject to customary exceptions.
(b) The holders a first priority, perfected Lien in favor of the Notes agree Administrative Agent to discharge and release any Subsidiary Guarantor from secure the Subsidiary Guarantee Agreement upon Secured Obligations. Upon the written request occurrence of the CompanyIndigo Restricted Subsidiaries Trigger Date, provided that the Borrower shall promptly (and in any event, within thirty (30) days after the Indigo Restricted Subsidiaries Trigger Date, as such time period may be extended by the Administrative Agent in its sole discretion), comply with clauses (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer), (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection of Section 5.09(a) with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given respect to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders Indigo Restricted Subsidiary that is a Material Domestic Subsidiary or Borrowing Base Property Subsidiary as of the Notes Indigo Restricted Subsidiaries Trigger Date. For the avoidance of doubt, Section 5.09(a)(ii) shall receive equivalent considerationbe applicable to the Borrower with respect to the pledge of all of the Equity Interests of Indigo Natural Resources upon the occurrence of the Indigo Merger Closing Date.
Appears in 1 contract
Additional Subsidiary Guarantors. (a) The Company may at any time cause any Subsidiary to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and shall will cause any Subsidiary which is a Bank Subsidiary Obligor under or with respect to any required by the terms of the Bank Credit Agreement or any Debt Agreement to become a party to, or otherwise guarantee, Debt in respect of the Bank Credit Agreement or such Debt Agreement, to become a enter into the Subsidiary Guarantor by executing Guaranty and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: STEPAN COMPANY NOTE PURCHASE AGREEMENT
(1i) a joinder agreement in respect of the Subsidiary Guaranty;
(ii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c)5.4, 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organizationGuaranty, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3iii) an opinion of independent counsel (which opinion who may be from in-house counsel and shall be reasonably for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders) , to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement Guaranty by such Person has been duly authorized by requisite action on the part of such Subsidiary Guarantorauthorized, has been duly executed and delivered by such and that the Subsidiary Guarantor and Guaranty constitutes the duly legal, valid and binding obligation contract and agreement of such Subsidiary Guarantor, Person enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptionsexcept as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(b) The At any time in which a Subsidiary Guaranty shall be in existence, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the such Subsidiary Guarantee Agreement Guaranty upon the receipt of written request of notice from the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the such Subsidiary Guarantee AgreementGuaranty) as a Bank Subsidiary Obligor an obligor and guarantor under such and in respect of the Bank Credit Agreement, Agreement and each Debt Agreement of the Company and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, of such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists exists, and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, if any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement Debt of the Company expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.
Appears in 1 contract
Sources: Note Purchase Agreement (Stepan Co)
Additional Subsidiary Guarantors. (a) The Company may at any time Borrower will cause any Subsidiary to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and shall cause any each Material Domestic Subsidiary which is formed or acquired after the date of this Agreement and any Person (other than an Unrestricted Subsidiary) that otherwise becomes a Bank Material Domestic Subsidiary Obligor after the date of this Agreement to deliver to the Administrative Agent within 30 days of such formation or acquisition or of such Person otherwise becoming a Material Domestic Subsidiary (or such later date as Administrative Agent may agree):
(i) a copy of an executed joinder to the Subsidiary Guaranty;
(ii) a copy of an executed supplement and assumption agreement to the Security Agreement;
(iii) a copy of an executed supplement and assumption agreement to the Intellectual Property Security Agreement (if applicable);
(iv) the deliverables required under or with Section 6.19 in respect to of any Bank Credit Material Real Property owned by such Material Domestic Subsidiary;
(v) any deliverables required by the Security Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with including, without limitation, the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:Control Agreements;
(1vi) a certificate signed by an authorized a Responsible Officer of the Company making Borrower confirming the accuracy of the representations and warranties to the effect of those contained in Sections 5.4(c)5.02, 5.6 5.06, 5.07 and 5.75.18, with respect to such Subsidiary, the Subsidiary Guarantor Guaranty and the Subsidiary Guarantee Security Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders To the extent any Material Domestic Subsidiary is formed under the laws of a jurisdiction outside of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request United States or owns material assets located outside of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released governed by laws other than the laws of) the United States, the Borrower shall cause any such Material Domestic Subsidiary to execute and discharged concurrently with the release of deliver such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) additional security documents as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and reasonably requested by the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly Administrative Agent for the purpose of such releasecreating and perfecting the Liens in the Collateral to the extent required by the Collateral Documents. In connection with any of the foregoing described in this Section 6.09, the holders of Borrower shall execute and deliver such other additional closing documents, certificates and customary legal opinions as shall reasonably be requested by the Notes shall receive equivalent considerationAdministrative Agent.
Appears in 1 contract
Additional Subsidiary Guarantors. Notify the Administrative Agent if any Person becomes a Material Subsidiary within 45 days of such occurrence, and thereafter promptly (and in any event, within 30 days of such notification) cause such Person to (a) The Company may at any time cause any Subsidiary to become a Subsidiary Guarantor provide an unconditional guaranty of the Obligations of each Borrower by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guarantee AgreementGuaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent (i) documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a), (ii) a supplement to Schedule 5.19 setting forth the Subsidiaries of the Company necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iii) favorable opinion letters of counsel to such Person (which shall cause cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that, in the case of any Material Subsidiary which that is a Bank Foreign Subsidiary, if, in the reasonable judgment of the Company, the unconditional guaranty of the Obligations of each Borrower by such Foreign Subsidiary Obligor under would cause material adverse tax consequences to the Company and its Subsidiaries, such Foreign Subsidiary shall provide an unconditional guaranty only of the Obligations of such Borrowers, if any, as will not result in material adverse tax consequences to the Company and its Subsidiaries; provided, further, that, in the event of any change in, or with respect the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive or guideline of any Governmental Authority that eliminates such material adverse tax consequences to the Company and its Subsidiaries, the Administrative Agent or the Required Lenders may require the execution and delivery by such Foreign Subsidiary of the Subsidiary Guaranty required by this section. If one or more Material Subsidiaries are created in connection with, or result from the consummation of, an Acquisition by the Company or any Bank Credit Agreementof its Subsidiaries, to become a Subsidiary Guarantor by executing then, notwithstanding the notice and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantortiming provisions set forth herein above, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes to the duly valid and binding obligation of such Subsidiary GuarantorAdministrative Agent, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Guaranty or Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released Guaranties and discharged (or will be released and discharged related documents required by this section concurrently with the release consummation of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationAcquisition.
Appears in 1 contract
Sources: Credit Agreement (Stericycle Inc)
Additional Subsidiary Guarantors. (ai) The Company Notify the Administrative Agent at the time that any Person becomes a Domestic Subsidiary and promptly thereafter (and in any event within 30 days or such later time as may at any time be determined by the Administrative Agent in its sole discretion), cause any Subsidiary such Person to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a Subsidiary Guarantee Agreementcounterpart of, or joinder to, the Guaranty and Collateral Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) grant a deed of charge or lien (or such other document as the Administrative Agent shall deem appropriate for such purpose) over all or substantially all of its assets in favor of the Administrative Agent, and (C) deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and, if requested by the Administrative Agent, opinions of counsel to such Person (which shall cause cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent.
(ii) Notify each Agent on the earliest of (x) the Delayed Draw Expiration Date, of any Subsidiary which Person that is a Bank Foreign Subsidiary Obligor as of such date that was formed or incorporated in the same jurisdiction as any Borrower, (y) the time that any Person becomes a Foreign Subsidiary (whether by the creation or acquisition of such Subsidiary or otherwise) and (z) the time that any Person becomes a Borrower pursuant to Section 2.14, of any Person that is a Foreign Subsidiary as of such date that is formed or incorporated in the same jurisdiction as such Borrower, and in the case of each such Person that is a Foreign Subsidiary that is organized under the laws of a jurisdiction in which any Borrower is also organized, promptly thereafter (and in any event within 30 days or with respect such later time as may be determined by the Agents in their collective sole discretion) and subject to any Bank Credit Agreementclause (iii) below, cause such Person to (A) become a Subsidiary Guarantor by executing and delivering to the Agents a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under counterpart of, or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantorjoinder to, the Company Australian Deed of Guarantee and Indemnity or such other document as either Agent shall cause deem appropriate for such Subsidiary Guarantor purpose (including, without limitation, an accession deed to the Australian Deed of Guarantee and Indemnity), (B) grant a deed of charge or lien (or such other document as the Agents shall deem appropriate for such purpose) over all or substantially all of its assets in favor of each applicable Agent and (C) deliver to each the Agents documents of the holders:
types referred to in clauses (1iii) a certificate signed and (iv) of Section 4.01(a) and, if requested by an authorized Responsible Officer either Agent, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Company making representations and warranties documentation referred to the effect of those contained in Sections 5.4(cclause (A)), 5.6 all in form, content and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be scope reasonably satisfactory to the Required HoldersAgents.
(iii) to the effect Nothing in this Section 6.13 shall require that (iA) a Foreign Subsidiary guarantee or grant a deed of charge or lien (or such other document as the applicable Agent shall deem appropriate for such purpose) over all or substantially all or its assets to guarantee or secure any obligations of any Borrower that is not organized in the same jurisdiction as such Foreign Subsidiary Guarantor is validly existing and in good standing or (B) that the Loan Parties be required to take any action under the laws of its the jurisdiction of organization, has incorporation or formation of any Immaterial First-Tier Foreign Subsidiary to perfect security interests in any Collateral consisting of the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered capital stock issued by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptionsImmaterial First-Tier Foreign Subsidiary.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.
Appears in 1 contract
Sources: Credit Agreement (MULTI COLOR Corp)
Additional Subsidiary Guarantors. (a) The Company may at Notify the Administrative Agent if any time Person becomes a Material Subsidiary within 45 days of such occurrence, and thereafter promptly (and in any event, within 30 days of such notification) cause any Subsidiary such Person to become a Subsidiary Guarantor (a) provide an unconditional guaranty of the Obligations of the Borrower by executing and delivering to the Administrative Agent a Subsidiary Guarantee Agreementcounterpart of the applicable Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Material Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a party; (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that such Material Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Material Subsidiary’s jurisdiction of incorporation or organization) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (iii) a supplement to Schedule 5.18 setting forth the Subsidiaries of the Company necessary to make the representation and warranty set forth in Section 5.18 true and correct and (iv) favorable opinion letters of counsel to such Person (which shall cause cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that, in the case of any Material Subsidiary which that is a Bank Foreign Subsidiary, if, in the reasonable judgment of the Company, the unconditional guaranty of the Obligations of the Borrower by such Foreign Subsidiary Obligor under would cause material adverse tax consequences to the Company and its Subsidiaries, such Foreign Subsidiary shall provide an unconditional guaranty only to the extent as will not result in material adverse tax consequences to the Company and its Subsidiaries; provided, further, that, in the event of any change in, or with respect the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive or guideline of any Governmental Authority that eliminates such material adverse tax consequences to the Company and its Subsidiaries, the Administrative Agent or the Required Lenders may require the execution and delivery by such Foreign Subsidiary of the Guaranty required by this section. If one or more Material Subsidiaries are created in connection with, or result from the consummation of, an Acquisition by the Company or any Bank Credit Agreementof its Subsidiaries, to become a Subsidiary Guarantor by executing then, notwithstanding the notice and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantortiming provisions set forth herein above, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered to the Administrative Agent, the Guaranty or Guaranties and related documents required by such Subsidiary Guarantor and constitutes this section concurrently with the duly valid and binding obligation consummation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptionsAcquisition.
(b) The holders Upon the consummation of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the CompanyMerger, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes take each action set forth in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationSection 6.14 below.
Appears in 1 contract
Additional Subsidiary Guarantors. (a) The Company may at any time cause any Cause each Subsidiary to become that is not a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and shall cause any Subsidiary which is a Bank Subsidiary Obligor under or Direct Owner with respect to any Bank Credit Agreement, Loan Asset that the Borrower wants to include in the calculation of the Aggregate Borrowing Base Amount to become a Guarantor hereunder, and each other Subsidiary that is an Indirect Owner of a Direct Owner of such Loan Asset to become a Guarantor hereunder and a Pledgor under the Pledge Agreement. In connection therewith the Borrower shall:
(i) provide the Administrative Agent with the U.S. taxpayer identification number for each such Subsidiary;
(ii) provide the Administrative Agent and each Lender with all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” rules and regulations and Anti-Money Laundering Laws, including the Act;
(iii) cause each such Subsidiary to execute and deliver to the Administrative Agent a joinder agreement to the Guaranty and, if applicable, the Pledge Agreement, in each case, in form and substance satisfactory to the Administrative Agent,
(iv) deliver to the Administrative Agent the New Guarantor Deliverables with respect to each such Subsidiary; and
(v) take all actions that the Administrative Agent reasonably deems necessary or desirable to cause the Liens created by the Pledge Agreement in the Equity Interests and other Collateral of each such Subsidiary to be first priority, perfected Liens (subject only to Permitted Equity Encumbrances) in accordance with all applicable Laws. Without limitation of the foregoing, the Borrower further agrees to cause each of its Subsidiaries that owns any Collateral (including any Division Successor that owns such Collateral as the result of a Division) to become, on or before its ownership of such Collateral, (x) a Guarantor by executing a joinder agreement to the Guaranty in form and delivering substance reasonably satisfactory to the Administrative Agent and (y) a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor Pledgor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Pledge Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) executing a certificate signed by an authorized Responsible Officer of the Company making representations and warranties joinder agreement to the effect of those contained Pledge Agreement in Sections 5.4(c)form and substance reasonably satisfactory to the Administrative Agent, 5.6 and 5.7to provide to the Administrative Agent the items listed in, and take any actions required by, clauses (i) through (v) above with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptionsSubsidiary.
(b) The holders Notwithstanding anything to the contrary contained in this Agreement, in the event that the results of any such “know your customer” or similar investigation conducted by the Administrative Agent with respect to any Subsidiary are not satisfactory in all respects to the Administrative Agent, such Subsidiary shall not be permitted to become a Guarantor, and for the avoidance of doubt no Loan Asset owned by such Subsidiary shall be an Eligible Loan Asset or a Borrowing Base Asset or included in the calculation of the Notes agree to discharge and release any Subsidiary Guarantor from Aggregate Borrowing Base Amount unless the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor Administrative Agent has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes consented thereto in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationwriting.
Appears in 1 contract
Additional Subsidiary Guarantors. (a) The Company may at any time will cause any Subsidiary to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and shall cause any Subsidiary which is a Bank Subsidiary Obligor under or with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement Person (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
other than (1) YRRFC or any other Receivables Entity, and (2) Subsidiaries formed for the purpose of providing insurance primarily to the Company and its Subsidiaries, provided that such Subsidiaries carry on no other business other than providing such insurance and performing activities related thereto) that becomes a certificate signed by an authorized Responsible Officer Material Domestic Subsidiary after the date hereof (i) to execute and deliver to the Administrative Agent, within ten Business Days after the Company’s delivery, pursuant to Section 5.01(a) or (b), as applicable, of the Company making representations and warranties financial statements for the fiscal period at the end of which such Person first becomes a Material Domestic Subsidiary, or, if such Person first becomes a Material Domestic Subsidiary as a result of a Significant Acquisition, within twenty Business Days after the consummation of such Significant Acquisition, a supplement to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu the form prescribed therein, guaranteeing the obligations of the CompanyBorrowers hereunder and (ii) concurrently with the delivery of such supplement, this Agreement to deliver to the Administrative Agent (x) evidence of action of such Person’s board of directors or other governing body authorizing the execution, delivery and the Notes;
performance thereof and (2y) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an favorable written opinion of independent counsel (which opinion may be from in-house counsel for such Person, in form and shall be substance reasonably satisfactory to the Required Holders) Administrative Agent and covering such matters relating to the effect that (i) such Subsidiary Guarantor is validly existing Person and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) as the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptionsAdministrative Agent may reasonably request.
(b) The holders If (i) a Subsidiary is no longer a Material Domestic Subsidiary and the Administrative Agent receives a certificate of an officer of the Notes agree Company to discharge that effect and release such Subsidiary Guarantor shall not then Guarantee any other Indebtedness of the Company or any of its Subsidiaries, or (ii) the Company or any Subsidiary sells or otherwise transfers all of the Equity Interests of any Subsidiary Guarantor from to any Person which is not the Company or a Subsidiary Guarantee Agreement upon or liquidates or dissolves any Subsidiary Guarantor in a transaction which, in any case described in this clause (b), is not otherwise prohibited by the written request terms of this Agreement, the Administrative Agent will, on behalf of the CompanyLenders, provided that (i) if such Subsidiary Guarantor is execute and deliver to the Company a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.
Appears in 1 contract
Sources: Credit Agreement (Yrc Worldwide Inc)
Additional Subsidiary Guarantors. (a) The Company may at any time cause any Subsidiary to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and shall will cause any Subsidiary which is a Bank Subsidiary Obligor under or with respect to any required by the terms of the Bank Credit Agreement or any Debt Agreement to become a party to, or otherwise guarantee, Debt in respect of the Bank Credit Agreement or such Debt Agreement, to become a enter into the Subsidiary Guarantor by executing Guaranty and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each of the holdersholders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items:
(1i) a joinder agreement in respect of the Subsidiary Guaranty; STEPAN COMPANY NOTE PURCHASE AGREEMENT
(ii) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c)5.4, 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organizationGuaranty, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3iii) an opinion of independent counsel (which opinion who may be from in-house counsel and shall be reasonably for the Company) addressed to each of the holders of the Notes satisfactory to the Required Holders) , to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement Guaranty by such Person has been duly authorized by requisite action on the part of such Subsidiary Guarantorauthorized, has been duly executed and delivered by such and that the Subsidiary Guarantor and Guaranty constitutes the duly legal, valid and binding obligation contract and agreement of such Subsidiary Guarantor, Person enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptionsexcept as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles.
(b) The At any time in which a Subsidiary Guaranty shall be in existence, the holders of the Notes agree to discharge and release any Subsidiary Guarantor from the such Subsidiary Guarantee Agreement Guaranty upon the receipt of written request of notice from the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the such Subsidiary Guarantee AgreementGuaranty) as a Bank Subsidiary Obligor an obligor and guarantor under such and in respect of the Bank Credit Agreement, Agreement and each Debt Agreement of the Company and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, of such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Default or Event of Default exists exists, and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, if any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement Debt of the Company expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.
Appears in 1 contract
Sources: Note Purchase Agreement (Stepan Co)
Additional Subsidiary Guarantors. (ai) The Company may at any time cause If (A) any Subsidiary designated as an Immaterial Subsidiary ceases to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreementbe an Immaterial Subsidiary, and shall cause or any Subsidiary which that satisfies the definition of Guarantor is a Bank Subsidiary Obligor under created or with respect to acquired by any Bank Credit Agreement, to become a Subsidiary Guarantor by executing Loan Party and delivering a Subsidiary Guarantee Agreement (concurrently with B) the Borrower does not designate such Subsidiary becoming as a Bank Retail Store Subsidiary Obligor under as permitted hereunder, then promptly (and, in any event, within thirty (30) days) after the date such Subsidiary ceases to be an Immaterial Subsidiary or with respect to any such agreement). In connection with creation or acquisition the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company Borrower shall cause such Subsidiary Guarantor Person to deliver to each of the holders:
(1) become a certificate signed Guarantor by an authorized Responsible Officer of the Company making representations and warranties delivering to the effect Administrative Agent a duly executed supplement to the Second Lien Guaranty and Security Agreement, a joinder to the Intercreditor Agreement and such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose, (2) grant a security interest in all Collateral (subject to the exceptions specified in the Second Lien Guaranty and Security Agreement) owned by such Subsidiary by delivering to the Administrative Agent a duly executed supplement to each applicable Collateral Document or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the terms of those contained each applicable Collateral Document, (3) deliver to the Administrative Agent such opinions, documents and certificates referred to in Sections 5.4(c)Section 3 as may be reasonably requested by the Administrative Agent, 5.6 (4) deliver to the Administrative Agent (or its bailee or agent pursuant to the Intercreditor Agreement) such original certificated Ownership Interests or other certificates and 5.7stock or other transfer powers evidencing the Ownership Interests of such Person, (5) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Subsidiary Guarantor Person and (6) deliver to the Subsidiary Guarantee Agreement, Administrative Agent such other documents as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed may be reasonably requested by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (Administrative Agent, all in form, content and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may extend the time period for such delivery 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 Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and Lenders.
(ii) If (A) any Subsidiary designated as an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, or any Subsidiary that satisfies the definition of Guarantor is created or acquired by any Loan Party and (B) the Borrower designates such Subsidiary Guarantee as a Retail Store Subsidiary as permitted hereunder, then promptly (and, in any event within thirty (30) days) after the date such Subsidiary ceases to be an Immaterial Subsidiary or such creation or acquisition, the Borrower shall cause such Person to (1) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the First Lien Guaranty and Security Agreement, a joinder to the Intercreditor Agreement has been duly authorized by requisite action on and such other documents as the part Administrative Agent shall deem reasonably appropriate for such purpose, (2) deliver to the Administrative Agent such original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of such Person, (3) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Person and (4) deliver to the Administrative Agent such other opinions, documents and certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may extend the time period for such delivery 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.
(iii) If (A) any Subsidiary Guarantordesignated as a Retail Store Subsidiary ceases to be a Retail Store Subsidiary and (B) the Borrower does not designate such Subsidiary as an Immaterial Subsidiary as permitted hereunder, has been duly executed then promptly (and, in any event within thirty (30) days) after the date such Subsidiary ceases to be a Retail Store Subsidiary, the Borrower shall cause such Person to (1) grant a security interest in all Collateral (subject to the exceptions specified in the First Lien Guaranty and delivered Security Agreement) owned by such Subsidiary Guarantor by delivering to the Administrative Agent a duly executed supplement to each applicable Collateral Document or such other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently comply with the release terms of such Subsidiary Guarantor under the Subsidiary Guarantee Agreementeach applicable Collateral Document, (2) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies deliver to the holders of Administrative Agent such updated Schedules to the Notes Loan Documents as requested by the Administrative Agent with respect to such Person and (3) deliver to the Administrative Agent such other opinions, documents and certificates as may be reasonably requested by the Administrative Agent, all in a certificate of a Responsible Officerform, (ii) at content and scope reasonably satisfactory to the Administrative Agent; provided that, the Administrative Agent may extend the time of, and after giving effect to, period for such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists delivery by (x) an additional thirty (30) days in its sole discretion and (iiiy) if, in connection with such Subsidiary Guarantor being released and discharged an additional number of days thereafter as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given consented to any holder of Indebtedness under such Bank Credit Agreement expressly for by the purpose of such release, the holders of the Notes shall receive equivalent considerationRequired Lenders.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Turning Point Brands, Inc.)
Additional Subsidiary Guarantors. In the event that at any time after the Closing Date, the Borrower acquires, creates or has any Domestic Subsidiary that is not already a party to the Subsidiary Guaranty, the Borrower will promptly, but in any event no later than the date that is 55 days after the last day of the fiscal quarter during which such Domestic Subsidiary is acquired or created (or such longer period to which the Administrative Agent may agree in its sole discretion), cause such Domestic Subsidiary to deliver to the Administrative Agent, (a) The Company may at any time cause any a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to become which such Domestic Subsidiary joins in the Subsidiary Guaranty as a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreementguarantor thereunder, and shall cause any Subsidiary which is a Bank Subsidiary Obligor under or with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each b) resolutions of the holders:
(1) a certificate signed by an authorized Responsible Officer Board of the Company making representations and warranties to the effect Directors or equivalent governing body of those contained in Sections 5.4(c)such Domestic Subsidiary, 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed certified by the Secretary or an Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organizationDomestic Subsidiary, as applicableduly adopted and in full force and effect, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) authorizing the resolutions and/or other proceedings relating to the authorization, execution and delivery of such Guaranty Supplement and the other Loan Documents to which such Domestic Subsidiary is, or will be, a party, together with such other corporate documentation and an opinion of counsel (which may be provided by in-house counsel) as the Administrative Agent shall reasonably request, in each case, in form and substance satisfactory to the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) a Domestic Subsidiary shall not be required to become a party to the Subsidiary Guarantee Agreement; and
Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, and (B) with respect to all such Domestic Subsidiaries that are not Material Subsidiaries and that are not Loan Parties (collectively, the “Non-Guarantor Subsidiaries”), (1) the Borrower’s and its Subsidiaries’ investments in and advances to all such Non-Guarantor Subsidiaries, taken together in the aggregate, do not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, (2) the Borrower’s and its other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of all such Non-Guarantor Subsidiaries, taken together in the aggregate, does not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, and (3) an opinion the Borrower’s and its other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of independent counsel (which opinion may be from ina change in accounting principle of all such Non-house counsel Guarantor Subsidiaries, taken together in the aggregate, exclusive of amounts attributable to any noncontrolling interests, does not exceed 20% of such income of the Borrower and shall be reasonably satisfactory to its Subsidiaries consolidated for the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement most recently completed fiscal year; and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (special purpose entity created or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, acquired in connection with such any Permitted Securitization Transaction shall not be required to become a party to the Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationGuaranty.
Appears in 1 contract
Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 30 days), cause such Person (a) The Company may at any time cause any Subsidiary to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and shall cause any Subsidiary which if such Person is a Bank Material Subsidiary Obligor under or with respect to any Bank Credit Agreementa guarantor of a Private Placement, to become a Subsidiary Guarantor Guarantor, on a joint and several basis with all other Subsidiary Guarantors, by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guarantee Agreement Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor b) to deliver to the Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a) and shall be addressed to the Administrative Agent and each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(cLenders), 5.6 all in form, content and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be scope reasonably satisfactory to the Required Holders) Administrative Agent. No Foreign Subsidiary may become a Designated Borrower if it would be illegal for any Lender to the effect lend to such Foreign Subsidiary, as reasonably determined by such Lender. A Foreign Subsidiary that (ia) such can become a Subsidiary Guarantor is validly existing and in good standing under for all the laws of its jurisdiction of organizationObligations without adverse tax consequences, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such shall become a Subsidiary Guarantor and constitutes for all of the duly valid and binding obligation of such Subsidiary GuarantorObligations, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
or (b) The holders cannot become a Subsidiary Guarantor for all of the Notes agree to discharge and release any Obligations, but can become a Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request for a portion of the CompanyObligations, provided without adverse tax consequences, shall become a Subsidiary Guarantor for only such portion of the Obligations as will not result in adverse tax consequences; provided, however, that (i) if such Foreign Subsidiary is a guarantor of a Private Placement, it shall become a Subsidiary Guarantor for all of the Obligations or, if its guaranty of such Private Placement is limited to avoid adverse tax consequences, it shall become a Bank Subsidiary Obligor under Guarantor for only such portion of the Obligations as will not result in adverse tax consequences consistent with the limitation on its guaranty of such Private Placement; and provided, further, that if any Bank Credit Agreementsuch Foreign Subsidiary cannot become a Subsidiary Guarantor for any of the Obligations without adverse tax consequences, then 66% of the equity interests in such Foreign Subsidiary Guarantor has been released and discharged (or will shall be released and discharged concurrently with pledged to the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, Administrative Agent for its benefit and the Company so certifies to the holders benefit of the Notes in a certificate of a Responsible Officer, (ii) at Lenders pursuant to such documentation as the time of, and after giving effect to, such release and discharge, no Event of Default Administrative Agent shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationreasonably require.
Appears in 1 contract
Additional Subsidiary Guarantors. Notify the Administrative Agent if any Person becomes a Material Subsidiary within 45 days of such occurrence, and thereafter promptly (and in any event, within 30 days of such notification) cause such Person to (a) The Company may at any time cause any Subsidiary to become a Subsidiary Guarantor provide an unconditional guaranty of the Obligations of each Borrower by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guarantee AgreementGuaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Material Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a party; (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that such Material Subsidiary is duly organized or formed and is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (iii) a supplement to Schedule 5.19 setting forth the Subsidiaries of the Company necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iv) favorable opinion letters of counsel to such Person (which shall cause cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that, in the case of any Material Subsidiary which that is a Bank Foreign Subsidiary, if, in the reasonable judgment of the Company, the unconditional guaranty of the Obligations of each Borrower by such Foreign Subsidiary Obligor under would cause material adverse tax consequences to the Company and its Subsidiaries, such Foreign Subsidiary shall provide an unconditional guaranty only of the Obligations of such Borrowers, if any, as will not result in material adverse tax consequences to the Company and its Subsidiaries; provided, further, that, in the event of any change in, or with respect the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive or guideline of any Governmental Authority that eliminates such material adverse tax consequences to the Company and its Subsidiaries, the Administrative Agent or the Required Lenders may require the execution and delivery by such Foreign Subsidiary of the Subsidiary Guaranty required by this section. If one or more Material Subsidiaries are created in connection with, or result from the consummation of, an Acquisition by the Company or any Bank Credit Agreementof its Subsidiaries, to become a Subsidiary Guarantor by executing then, notwithstanding the notice and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantortiming provisions set forth herein above, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes to the duly valid and binding obligation of such Subsidiary GuarantorAdministrative Agent, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Guaranty or Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released Guaranties and discharged (or will be released and discharged related documents required by this section concurrently with the release consummation of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationAcquisition.
Appears in 1 contract
Sources: Credit Agreement (Stericycle Inc)
Additional Subsidiary Guarantors. In the event that at any time after the Closing Date, the Borrower acquires, creates or has any Domestic Subsidiary that is not already a party to the Subsidiary Guaranty, the Borrower will promptly, but in any event no later than the date that is 55 days after the last day of the fiscal quarter during which such Domestic Subsidiary is acquired or created (or such longer period to which the Administrative Agent may agree in its sole discretion), cause such Domestic Subsidiary to deliver to the Administrative Agent, (a) The Company may at any time cause any a Guaranty Supplement (as defined in the Subsidiary Guaranty), duly executed by such Subsidiary, pursuant to become which such Domestic Subsidiary joins in the Subsidiary Guaranty as a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreementguarantor thereunder, and shall cause any Subsidiary which is a Bank Subsidiary Obligor under or with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each b) resolutions of the holders:
(1) a certificate signed by an authorized Responsible Officer Board of the Company making representations and warranties to the effect Directors or equivalent governing body of those contained in Sections 5.4(c)such Domestic Subsidiary, 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed certified by the Secretary or an Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organizationDomestic Subsidiary, as applicableduly adopted and in full force and effect, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) authorizing the resolutions and/or other proceedings relating to the authorization, execution and delivery of such Guaranty Supplement and the other Loan Documents to which such Table of Contents Domestic Subsidiary is, or will be, a party, together with such other corporate documentation and an opinion of counsel (which may be provided by in-house counsel) as the Administrative Agent shall reasonably request, in each case, in form and substance satisfactory to the Administrative Agent; provided, however, that, notwithstanding the foregoing, (i) a Domestic Subsidiary shall not be required to become a party to the Subsidiary Guarantee Agreement; and
Guaranty so long as (A) such Domestic Subsidiary is not a Material Subsidiary, and (B) with respect to all such Domestic Subsidiaries that are not Material Subsidiaries and that are not Loan Parties (collectively, the “Non-Guarantor Subsidiaries”), (1) the Borrower’s and its Subsidiaries’ investments in and advances to all such Non-Guarantor Subsidiaries, taken together in the aggregate, do not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, (2) the Borrower’s and its other Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of all such Non-Guarantor Subsidiaries, taken together in the aggregate, does not exceed 20% of Consolidated Total Assets as of the end of the most recently completed fiscal year, and (3) an opinion the Borrower’s and its other Subsidiaries’ equity in the income from continuing operations before income taxes, extraordinary items and cumulative effect of independent counsel (which opinion may be from ina change in accounting principle of all such Non-house counsel Guarantor Subsidiaries, taken together in the aggregate, exclusive of amounts attributable to any noncontrolling interests, does not exceed 20% of such income of the Borrower and shall be reasonably satisfactory to its Subsidiaries consolidated for the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement most recently completed fiscal year; and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (special purpose entity created or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, acquired in connection with such any Permitted Securitization Transaction shall not be required to become a party to the Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationGuaranty.
Appears in 1 contract
Additional Subsidiary Guarantors. The Company shall take all such action, and will cause each of its Subsidiaries to take all such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Company (other than Special Purpose Entities) are Subsidiary Guarantors under the Subsidiary Guaranty. Without limiting the generality of the foregoing, if, subject to SECTION 8.5, the Company or any of its Subsidiaries shall form or acquire any new Subsidiary after the date hereof (or any Subsidiary ceases to be a Special Purpose Entity), the Company or such Subsidiary will cause such new Subsidiary (a) The Company may at any time cause any to execute and deliver a joinder agreement to the Subsidiary Guaranty, in form and substance satisfactory to the Purchaser, pursuant to which such Subsidiary would become a Subsidiary Guarantor Guarantor, (b) to execute and deliver such collateral security agreements, instrument and other documents, including security agreements, stock pledge and control agreements and intellectual property security agreements, in form and substance satisfactory to the Purchaser, under which such Subsidiary would grant a valid first priority security interest and lien on all of its assets, properties and rights to secure the payment and performance of all obligations of such Subsidiary under the Subsidiary Guaranty; (c) if such Subsidiary has any Subsidiaries, to execute and deliver pledge agreements, together with (i) certificates representing all of the Capital Stock of any Person owned by executing such Subsidiary and delivering a Subsidiary Guarantee Agreement(ii) undated stock powers executed in blank, (d) to execute and deliver such other agreements, instruments, approvals or other documents as may be requested by the Purchaser in order to create, perfect, establish, and shall cause maintain the first priority of any Subsidiary which is a Bank Subsidiary Obligor under Lien in favor of the Purchaser or with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with effect the intent that such Subsidiary becoming a Bank shall become bound by all of the terms, covenants and agreements contained in the Related Agreements to which Subsidiary Obligor under Guarantors are parties, and (e) to deliver opinions of counsel to the Company or with respect such Subsidiary as to any such agreement)matters as the Purchaser may request. In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantoraddition, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties grant to the effect Purchaser a valid first priority perfected security interest in the Capital Stock of those contained in Sections 5.4(c), 5.6 and 5.7, with respect any Subsidiary to such Subsidiary Guarantor and secure the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as Obligations to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its termsPurchaser, subject to customary exceptionsSECTION 7.17.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.
Appears in 1 contract
Sources: Securities Purchase Agreement (Consumer Portfolio Services Inc)
Additional Subsidiary Guarantors. (a) The Company may at any time will cause any Subsidiary to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and shall cause any Subsidiary which is a Bank Subsidiary Obligor under or with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement Person (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
other than (1) YRRFC or any other Receivables Entity, and (2) Subsidiaries formed for the purpose of providing insurance only to the Company and its Subsidiaries, provided that such Subsidiaries carry on no other business other than providing such insurance and performing activities related thereto) that becomes a certificate signed by an authorized Responsible Officer Material Domestic Subsidiary after the date hereof (i) to execute and deliver to the Administrative Agent, within ten Business Days after the Company’s delivery, pursuant to Section 5.01(a) or (b), as applicable, of the Company making representations and warranties financial statements for the fiscal period at the end of which such Person first becomes a Material Domestic Subsidiary, or, if such Person first becomes a Material Domestic Subsidiary as a result of a Significant Acquisition, within twenty Business Days after the consummation of such Significant Acquisition, a supplement to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu the form prescribed therein, guaranteeing the obligations of the CompanyBorrowers hereunder and (ii) concurrently with the delivery of such supplement, this Agreement to deliver to the Administrative Agent (x) evidence of action of such Person’s board of directors or other governing body authorizing the execution, delivery and the Notes;
performance thereof and (2y) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an favorable written opinion of independent counsel (which opinion may be from in-house counsel for such Person, in form and shall be substance reasonably satisfactory to the Required Holders) Administrative Agent and covering such matters relating to the effect that (i) such Subsidiary Guarantor is validly existing Person and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) as the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptionsAdministrative Agent may reasonably request.
(b) The holders If (i) after the effective time of the Notes agree USF Merger, (A) the assets of any Initial Subsidiary Guarantor or other Subsidiary Guarantor comprise less than 5% of the consolidated total assets of the Company and its Subsidiaries as of such date of determination, (B) the Administrative Agent receives a certificate of an officer of the Company to discharge that effect and release (C) such Subsidiary Guarantor shall not then Guarantee any other Indebtedness of the Company or any of its Subsidiaries, (ii) a Subsidiary is no longer a Material Domestic Subsidiary and the Administrative Agent receives a certificate of an officer of the Company to that effect and such Subsidiary Guarantor shall not then Guarantee any other Indebtedness of the Company or any of its Subsidiaries, or (iii) the Company or any Subsidiary sells or otherwise transfers all of the Equity Interests of any Subsidiary Guarantor from to any Person which is not the Company or a Subsidiary Guarantee Agreement upon or liquidates or dissolves any Subsidiary Guarantor in a transaction which, in any case described in this clause (b), is not otherwise prohibited by the written request terms of this Agreement, the Administrative Agent will, on behalf of the CompanyLenders, provided that (i) if such Subsidiary Guarantor is execute and deliver to the Company a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor from its obligations under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.
Appears in 1 contract
Additional Subsidiary Guarantors. The Company shall take all such action, and will cause each of its Subsidiaries to take all such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Company (other than "bankruptcy remote special purpose" Subsidiaries) are Subsidiary Guarantors under the Subsidiary Guaranty. Without limiting the generality of the foregoing, if, subject to Section 8.5, the Company or any of its Subsidiaries shall form or acquire any new Subsidiary after the date hereof (or any "bankruptcy remote special purpose" Subsidiary ceases to such a Subsidiary), the Company or such Subsidiary will cause such new Subsidiary (a) The Company may at any time cause any to execute and deliver a joinder to the Subsidiary Guaranty, in form and substance satisfactory to the Purchaser, pursuant to which such Subsidiary would become a Subsidiary Guarantor Guarantor, (b) if such Subsidiary has any Subsidiaries, pledge agreements, together with (i) certificates representing all of the Capital Stock of any Person owned by executing such Subsidiary, (ii) undated stock powers executed in blank and delivering a (iii) such opinions of counsel and such approving certificates of such Subsidiary Guarantee Agreementas the Purchaser may request in respect of complying with any legend on any such certificate or any other matter relating to such shares, (c) such other agreements, instruments, approvals or other documents as may be requested by the Purchaser in order to create, perfect, establish, and shall cause maintain the first priority of any Subsidiary which is a Bank Subsidiary Obligor under or with respect Lien in favor of the Purchaser to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with effect the intent that such Subsidiary becoming a Bank shall become bound by all of the terms, covenants and agreements contained in the Related Agreements to which Subsidiary Obligor under Guarantors are parties and that all property and assets of such Subsidiary shall become Collateral for the Obligations to Purchaser, and (d) opinions of counsel to the Company or with respect such Subsidiary as to any such agreement)matters as the Purchaser may request. In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantoraddition, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties grant to the effect of those contained Purchaser a valid first priority perfected security interest in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary Capital Stock of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) secure the resolutions and/or other proceedings relating Obligations to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptionsPurchaser.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.
Appears in 1 contract
Sources: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp)
Additional Subsidiary Guarantors. Notify the Administrative Agent if any Person becomes a Material Subsidiary within 45 days after such occurrence (or such longer period as the Administrative Agent may agree), and thereafter promptly (and in any event, within 30 days after such notification (or such longer period as the Administrative Agent may agree)) or, in the event of any Subsidiary which becomes a Designated Borrower, on or prior to the time such Subsidiary becomes a Designated Borrower, cause such Person to (a) The so long as such Person is not an Excluded Subsidiary, (i) provide an unconditional guaranty of the Obligations of each Borrower by executing and delivering to the Administrative Agent a counterpart of or supplement to the Domestic Subsidiary Guaranty or such other guaranty or document as the Administrative Agent shall deem appropriate for such purpose and (ii) if such Person is required to become or will become a Domestic Loan Party, duly execute and deliver to the Administrative Agent joinders and supplements to the Security Documents or additional agreements granting a security interest in the Collateral of such Domestic Loan Party, in each case in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing owned Equity Interests and other instruments), and (b) deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a party; (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Subsidiary’s jurisdiction of incorporation or organization) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (iii) a supplement to Schedule 5.19 setting forth the Subsidiaries of the Company necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iv) favorable opinion letters of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. In addition to the foregoing, the Company may at any from time to time cause any Subsidiary that is not a Material Subsidiary or a Designated Borrower to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and shall cause any Subsidiary which is a Bank Subsidiary Obligor providing the documentation required under or with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to clauses (a) its articles or certificate of incorporation, formation or organization, as applicable, and (b) its by-laws, limited liability company agreement of this Section 6.13. If one or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, more Material Subsidiaries are created in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.108 158477613_2174043865_5
Appears in 1 contract
Sources: Amended and Restated Credit Agreement (Stericycle Inc)
Additional Subsidiary Guarantors. Notify the Administrative Agent if any Person becomes a Material Subsidiary within 45 days after such occurrence (or such longer period as the Administrative Agent may agree), and thereafter promptly (and in any event, within 30 days after such notification (or such longer period as the Administrative Agent may agree)) or, in the event of any Subsidiary which becomes a Designated Borrower, on or prior to the time such Subsidiary becomes a Designated Borrower, cause such Person to (a) The so long as such Person is not an Excluded Subsidiary, (i) provide an unconditional guaranty of the Obligations of each Borrower by executing and delivering to the Administrative Agent a counterpart of or supplement to the Domestic Subsidiary Guaranty or such other guaranty or document as the Administrative Agent shall deem appropriate for such purpose and (ii) if such Person is required to become or will become a Domestic Loan Party, duly execute and deliver to the Administrative Agent joinders and supplements to the Security Documents or additional agreements granting a security interest in the Collateral of such Domestic Loan Party, in each case in form and substance reasonably satisfactory to the Administrative Agent (including delivery of all certificates representing owned Equity Interests and other instruments), and (b) deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a party; (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Subsidiary’s jurisdiction of incorporation or organization) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (iii) a supplement to Schedule 5.19 setting forth the Subsidiaries of the Company necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iv) favorable opinion letters of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. In addition to the foregoing, the Company may at any from time to time cause any Subsidiary that is not a Material Subsidiary or a Designated Borrower to become a Subsidiary Guarantor by executing providing the documentation required under clauses (a) and delivering a Subsidiary Guarantee Agreement(b) of this Section 6.13. If one or more Material Subsidiaries are created in connection with, or result from the consummation of, an Acquisition by the Company or any of its Subsidiaries, then, notwithstanding the notice and shall cause any Subsidiary which is a Bank Subsidiary Obligor under or with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantortiming provisions set forth herein above, the Company shall cause such Subsidiary Guarantor Subsidiaries to provide the guaranty contemplated by this Section and execute and deliver to each the related documents required by this Section concurrently with the consummation of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties such Acquisition. Notwithstanding anything to the effect contrary set forth herein, in no event shall any Excluded Subsidiary that is excluded by virtue of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to clauses (a) its articles or certificate of incorporation, formation or organization, as applicable), (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (ce) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion definition thereof be required to provide a guaranty of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders any Obligations of the Notes agree to discharge and release Company or any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided Designated Borrower that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationDomestic Subsidiary.
Appears in 1 contract
Sources: Credit Agreement (Stericycle Inc)
Additional Subsidiary Guarantors. (a) The Company may Notify the Administrative Agent at the time that any time Person for any reason becomes a Material Subsidiary after the date of this Agreement, and promptly thereafter (and in any event within 45 days), cause any Subsidiary such Person to (i) become a Subsidiary Guarantor and pledge its assets to secure the Secured Obligations by executing and delivering to the Administrative Agent a Subsidiary Guarantee Agreementjoinder to the Guaranty and Collateral Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose (including, and shall cause without limitation, any Subsidiary which is a Bank Subsidiary Obligor under or with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor“know your customer” and/or “customer identification program” documentation, the Company shall cause filing and recording of financing statements, fixture filings, mortgages, deeds of trust and other documents and such Subsidiary Guarantor to deliver to each other actions or deliveries of the holders:
(1) a certificate signed type required by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee AgreementSection 4.01, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating but subject to the authorizationfinal sentence in Section 5.21), execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Domestic Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor is organized under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit AgreementLaws of the United Kingdom or Australia, and the Company so certifies deliver to the holders Administrative Agent documents of the Notes types referred to in a certificate Sections 4.01(d) and (m) and favorable opinions of a Responsible Officercounsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this clause (i) and this clause (ii)), all in form, content and scope reasonably satisfactory to the Administrative Agent.
(b) The Company at the time the Guarantee or the grant of the security interest under the Loan Documents, in each case, by any Specified Loan Party, becomes effective with respect to any Swap Obligations, hereby absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to each Specified Loan Party with respect to any Swap Obligations as may be needed by such Specified Loan Party from time to time to honor all of its obligations under the Guarantee and Collateral Agreement and the other Loan Documents with respect to such Swap Obligations (but, in each case, only up to the maximum amount of such liability that can be hereby incurred without rendering the Company’s obligations and undertakings under this Section 5.17(b) voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations and undertakings of the Company under this Section 5.17(b) shall remain in full force and effect until this Agreement and the Commitments are terminated pursuant to Section 2.09. The Company intends this Section 5.17(b) to constitute, and this Section 5.17(b) shall be deemed to constitute, a “keepwell, support, or other agreement” for the benefit of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders each Specified Loan Party for all purposes of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationCommodity Exchange Act.”
Appears in 1 contract
Sources: Credit Agreement (Furmanite Corp)
Additional Subsidiary Guarantors. (a) Unless otherwise specified pursuant to Section 301 with respect to a series of Securities, the Company will cause any Subsidiary of the Company that becomes a Subsidiary after the date the Securities of a series are first issued hereunder to become a Subsidiary Guarantor as soon as practicable after such Subsidiary becomes a Subsidiary. The Company may at any time shall cause any such Subsidiary to become a Subsidiary Guarantor with respect to the Securities by executing and delivering to the Trustee (a) a Subsidiary Guarantee Agreementsupplemental indenture, in form and shall cause any Subsidiary substance satisfactory to the Trustee, which is a Bank Subsidiary Obligor under or with respect subjects such Person to any Bank Credit Agreement, to become the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery an Opinion of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) Counsel to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement supplemental indenture has been duly authorized and executed by requisite action on such Person and such supplemental indenture and such Person's obligations under its Subsidiary Guarantee and this Indenture constitute the part legal, valid, binding and enforceable obligations of such Subsidiary GuarantorPerson (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee in its discretion). ARTICLE FOURTEEN [INTENTIONALLY OMITTED] ARTICLE FIFTEEN DEFEASANCE AND COVENANT DEFEASANCE SECTION 1501. COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE. The Company may elect, has been duly executed and delivered by at its option at any time, to have Section 1502 or Section 1503 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 301 as being defeasible pursuant to such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary GuarantorSection 1502 or 1503, enforceable against such Subsidiary Guarantor in accordance with its terms, subject any applicable requirements provided pursuant to customary exceptions.
(b) The holders of the Notes agree to discharge Section 301 and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently compliance with the release of conditions set forth below in this Article. Any such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default election shall be existing, and the Company shall deliver evidenced in or pursuant to a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, Board Resolution or in connection with another manner specified as contemplated by Section 301 for such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationSecurities.
Appears in 1 contract
Sources: Senior Indenture (Carriage Cemetery Services of Idaho Inc)
Additional Subsidiary Guarantors. Notify the Administrative Agent if any Person becomes a Material Subsidiary within 45 days of such occurrence, and thereafter promptly (and in any event, within 30 days of such notification) cause such Person to (a) The Company may at any time cause any Subsidiary to become a Subsidiary Guarantor provide an unconditional guaranty of the Obligations of each Borrower by executing and delivering to the Administrative Agent a counterpart of the Domestic Subsidiary Guarantee AgreementGuaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) deliver to the Administrative Agent (i) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of such Material Subsidiary as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with any Loan Document to which it is or may be a party; (ii) such documents and certifications as the Administrative Agent may reasonably require to evidence that such Material Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Subsidiary’s jurisdiction of incorporation or organization) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (iii) a supplement to Schedule 5.19 setting forth the Subsidiaries of the Company necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iv) favorable opinion letters of counsel to such Person (which shall cause cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent; provided, that, in the case of any Material Subsidiary which that is a Bank Foreign Subsidiary, if, in the reasonable judgment of the Company, the unconditional guaranty of the Obligations of each Borrower by such Foreign Subsidiary Obligor under would cause material adverse tax consequences to the Company and its Subsidiaries, such Foreign Subsidiary shall provide an unconditional guaranty only of the Obligations of such Borrowers, if any, as will not result in material adverse tax consequences to the Company and its Subsidiaries; provided, further, that, in the event of any change in, or with respect the introduction, adoption, effectiveness, interpretation, reinterpretation or phase-in of, any law or regulation, directive or guideline of any Governmental Authority that eliminates such material adverse tax consequences to the Company and its Subsidiaries, the Administrative Agent or the Required Lenders may require the execution and delivery by such Foreign Subsidiary of the Domestic Subsidiary Guaranty required by this section. If one or more Material Subsidiaries are created in connection with, or result from the consummation of, an Acquisition by the Company or any Bank Credit Agreementof its Subsidiaries, to become a Subsidiary Guarantor by executing then, notwithstanding the notice and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantortiming provisions set forth herein above, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered to the Administrative Agent, the Domestic Subsidiary Guaranty or Subsidiary Guaranties and related documents required by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged this section concurrently with the release consummation of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationAcquisition.
Appears in 1 contract
Sources: Credit Agreement (Stericycle Inc)
Additional Subsidiary Guarantors. (a) The Company may at any time cause Cause any Subsidiary to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and shall cause any Subsidiary which of the Parent Borrower that (i) is a Bank Subsidiary Obligor under Direct Owner or an Indirect Owner with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerQualified Asset, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver is not a certificate of Borrower or a Responsible Officer to the holders of the Notes stating that no Event of Default exists Subsidiary Guarantor and (iii) ifbecomes a borrower or guarantor of, or otherwise incurs a payment obligation in respect of, any Indebtedness (other than Pari Passu Obligations and Indebtedness arising under the Facilities), promptly (and, in connection any event, within five (5) Business Days or as otherwise agreed in the sole discretion of the Administrative Agent) after such incurrence, to become party to a Guarantee Agreement as a Guarantor and the Parent Borrower shall (x) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to each such Subsidiary, (y) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning each such Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request and (z) provide the Administrative Agent with the U.S. taxpayer identification number for each such Domestic Subsidiary and the unique identification number issued by its jurisdiction of organization for each such Foreign Subsidiary and all documentation and other information concerning each such Subsidiary that the Administrative Agent or any Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; it being released understood and discharged as agreed that any Real Property owned by such Subsidiary shall cease to be a Bank Subsidiary Obligor Qualified Asset in the event that the requirements set forth in this Section 8.10 (and all other applicable requirements under any Bank Credit this Agreement, any fee ) are not satisfied or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationwaived.
Appears in 1 contract
Additional Subsidiary Guarantors. The Company shall take all such action, and will cause each of its Subsidiaries to take all such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Company (other than Special Purpose Entities) are Subsidiary Guarantors under the Subsidiary Guaranty. Without limiting the generality of the foregoing, if, subject to Section 8.5, the Company or any of its Subsidiaries shall form or acquire any new Subsidiary after the date hereof (or any Subsidiary ceases to be a Special Purpose Entity), the Company or such Subsidiary will cause such new Subsidiary (a) The Company may at any time cause any to execute and deliver a joinder agreement to the Subsidiary Guaranty, in form and substance satisfactory to the Purchaser, pursuant to which such Subsidiary would become a Subsidiary Guarantor Guarantor, (b) to execute and deliver such collateral security agreements, instrument and other documents, including security agreements, stock pledge and control agreements and intellectual property security agreements, in form and substance satisfactory to the Purchaser, under which such Subsidiary would grant a valid first priority security interest and lien on all of its assets, properties and rights to secure the payment and performance of all obligations of such Subsidiary under the Subsidiary Guaranty; (c) if such Subsidiary has any Subsidiaries, to execute and deliver pledge agreements, together with (i) certificates representing all of the Capital Stock of any Person owned by executing such Subsidiary and delivering a Subsidiary Guarantee Agreement(ii) undated stock powers executed in blank, (d) to execute and deliver such other agreements, instruments, approvals or other documents as may be requested by the Purchaser in order to create, perfect, establish, and shall cause maintain the first priority of any Subsidiary which is a Bank Subsidiary Obligor under Lien in favor of the Purchaser or with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with effect the intent that such Subsidiary becoming a Bank shall become bound by all of the terms, covenants and agreements contained in the Related Agreements to which Subsidiary Obligor under Guarantors are parties, and (e) to deliver opinions of counsel to the Company or with respect such Subsidiary as to any such agreement)matters as the Purchaser may request. In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantoraddition, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties grant to the effect Purchaser a valid first priority perfected security interest in the Capital Stock of those contained in Sections 5.4(c), 5.6 and 5.7, with respect any Subsidiary to such Subsidiary Guarantor and secure the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as Obligations to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its termsPurchaser, subject to customary exceptionsSection 7.17.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.
Appears in 1 contract
Sources: Securities Purchase Agreement (Levine Leichtman Capital Partners Ii Lp)
Additional Subsidiary Guarantors. (a) The Company may at any time cause Promptly after any Subsidiary that was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, and promptly after the creation or acquisition of any Domestic Subsidiary or any Foreign Subsidiary that satisfies the definition of Guarantor (and, in any event, within thirty (30) days after such date of ceasing to be an Immaterial Subsidiary or such creation or acquisition, as applicable; provided that the 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) cause such Person to (i) become a Subsidiary Guarantor by executing delivering to the Administrative Agent a duly executed supplement to the First Lien Guaranty and delivering a Subsidiary Guarantee Security Agreement, a joinder to the Intercreditor Agreement and such other documents as the Administrative Agent shall cause any Subsidiary which is deem reasonably appropriate for such purpose, (ii) grant a Bank Subsidiary Obligor under or with respect security interest in all Collateral (subject to any Bank Credit the exceptions specified in the First Lien Guaranty and Security Agreement, to become a Subsidiary Guarantor ) owned by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming by delivering to the Administrative Agent a Bank Subsidiary Obligor under duly executed supplement to each applicable Collateral Document or with respect to any such agreement). In connection other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the delivery terms of a Subsidiary Guarantee Agreement by any Subsidiary Guarantoreach applicable Collateral Document, the Company shall cause such Subsidiary Guarantor to (iii) deliver to each of the holders:
Administrative Agent such opinions, documents and certificates referred to in Section 3.2 as may be reasonably requested by the Administrative Agent, (1iv) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties deliver to the effect Administrative Agent such original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of those contained in Sections 5.4(c)such Person, 5.6 and 5.7, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Subsidiary Guarantor Person and (vi) deliver to the Subsidiary Guarantee Agreement, Administrative Agent such other documents as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed may be reasonably requested by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (Administrative Agent, all in form, content and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be scope reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptionsAdministrative Agent.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.
Appears in 1 contract
Sources: First Lien Credit Agreement (Turning Point Brands, Inc.)
Additional Subsidiary Guarantors. If any Person becomes a Wholly-Owned Subsidiary or any Subsidiary no longer qualifies as an Excluded Subsidiary (each such Subsidiary being referred to as a “New Subsidiary”), then:
(a) The Company may at within 15 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall:
(i) notify the Administrative Agent in writing of the existence of such New Subsidiary;
(ii) provide the Administrative Agent with any time and all documentation and other information (including the U.S. taxpayer identification for such New Subsidiary if it is organized in the United States of America) that the Administrative Agent, or any Lender through the Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including the Act; and
(b) within 30 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall:
(i) cause any such New Subsidiary (unless such New Subsidiary is an Excluded Subsidiary) to become a Subsidiary Guarantor and Guarantee the Obligations by executing and delivering to the Administrative Agent a Subsidiary Guaranty or a joinder agreement with respect to an existing Subsidiary Guaranty; provided that any Guarantee provided by a Foreign Obligor shall be subject to the Agreed Guarantee Principles;
(ii) deliver to the Administrative Agent (x) the items referenced in Section 4.01(a)(iii), (iv) and (vi) with respect to such New Subsidiary and (y) if requested by the Administrative Agent, favorable opinions of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such New Subsidiary and the Loan Documents to which such New Subsidiary is a party as the Administrative Agent may reasonably request, all in form, content and scope consistent with the documents delivered on the Closing Date pursuant to such provisions; and
(iii) deliver to the Administrative Agent such other documents, instruments, agreements or information as the Administrative Agent reasonably may reasonably request.
(c) the terms of the Guarantee of the Obligations provided by each Foreign Obligor and all their rights and obligations associated therewith shall be subject to this subparagraph (c); in particular:
(i) it is acknowledged that (A) pursuant to the Subsidiary Guaranties the Administrative Agent shall receive from each New Subsidiary that is not a Domestic Subsidiary the benefit of upstream guarantees where feasible and consistent with this subparagraph (c) and (B) there may be certain legal and practical difficulties in obtaining an effective Guarantee of the Obligations from a New Subsidiary that is not a Domestic Subsidiary even if such New Subsidiary is required by the terms hereof to become a Subsidiary Guarantor;
(i) general mandatory statutory limitations, financial assistance, corporate benefit, fraudulent preference, "thin capitalization" rules, capital maintenance, retention of title claims, exchange control restrictions and similar principles may limit (or prevent) the ability of a New Subsidiary that is not a Domestic Subsidiary to provide a Guarantee of the Obligations or may require that any such Guarantee be limited by an amount or otherwise and if so the same shall be limited accordingly;
(ii) access to the assets of a Foreign Obligor and/or the maximum guaranteed amount under a Subsidiary Guarantee provided by a Foreign Obligor, may be restricted or limited by guarantee limitation language agreed to reflect these principles and to the extent consistent with them, customary practice in the relevant jurisdiction;
(iii) a New Subsidiary that is not a Domestic Subsidiary will not be required to provide a Guarantee of the Obligations if (or to the extent) it is not within the legal capacity of such New Subsidiary to do so, or would conflict with the fiduciary duties of its directors, or would contravene any legal prohibition, or would result in a material risk of personal or criminal liability on the part of any officer of such New Subsidiary; and
(iv) the granting of a Guarantee of the Obligations by a New Subsidiary that is not a Domestic Subsidiary will not be required to the extent that it would incur any legal fees, registration fees, stamp duty, taxes and any other fees or costs directly associated with such Guarantee that are materially disproportionate to the benefit obtained by the Administrative Agent, the L/C Issuer and the Lenders if such Guarantee were provided. Notwithstanding anything to the contrary contained in this Agreement, and shall cause in the event that the results of any Subsidiary which is a Bank Subsidiary Obligor under such “know your customer” or similar investigation conducted by the Administrative Agent with respect to any Bank Credit Agreement, to become a New Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be is not reasonably satisfactory to the Required Holders) Administrative Agent, such New Subsidiary shall not be permitted to the effect that (i) become a Guarantor, and no Property owned by such New Subsidiary Guarantor is validly existing and in good standing under the laws or any of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default Subsidiaries shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationan Unencumbered Pool Property.
Appears in 1 contract
Additional Subsidiary Guarantors. (a) The Company may at any time cause Promptly after any Subsidiary that was an Immaterial Subsidiary ceases to be an Immaterial Subsidiary, and promptly after the creation or acquisition of any Domestic Subsidiary or any Foreign Subsidiary that satisfies the definition of Guarantor (and, in any event, within thirty (30) days after such date of ceasing to be an Immaterial Subsidiary or such creation or acquisition, as applicable; provided that the 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) cause such Person to (i) become a Subsidiary Guarantor by executing delivering to the Administrative Agent a duly executed supplement to the Second Lien Guaranty and delivering a Subsidiary Guarantee Security Agreement, a joinder to the Intercreditor Agreement and such other documents as the Administrative Agent shall cause any Subsidiary which is deem reasonably appropriate for such purpose, (ii) grant a Bank Subsidiary Obligor under or with respect security interest in all Collateral (subject to any Bank Credit the exceptions specified in the Second Lien Guaranty and Security Agreement, to become a Subsidiary Guarantor ) owned by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming by delivering to the Administrative Agent a Bank Subsidiary Obligor under duly executed supplement to each applicable Collateral Document or with respect to any such agreement). In connection other documents as the Administrative Agent shall deem reasonably appropriate for such purpose and comply with the delivery terms of a Subsidiary Guarantee Agreement by any Subsidiary Guarantoreach applicable Collateral Document, the Company shall cause such Subsidiary Guarantor to (iii) deliver to each of the holders:
Administrative Agent such opinions, documents and certificates referred to in Section 3 as may be reasonably requested by the Administrative Agent, (1iv) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties deliver to the effect Administrative Agent (or its bailee or agent pursuant to the Intercreditor Agreement) such original certificated Ownership Interests or other certificates and stock or other transfer powers evidencing the Ownership Interests of those contained in Sections 5.4(c)such Person, 5.6 and 5.7, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Subsidiary Guarantor Person and (vi) deliver to the Subsidiary Guarantee Agreement, Administrative Agent such other documents as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed may be reasonably requested by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (Administrative Agent, all in form, content and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be scope reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptionsAdministrative Agent.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.
Appears in 1 contract
Sources: Second Lien Credit Agreement (Turning Point Brands, Inc.)
Additional Subsidiary Guarantors. (ai) The Company Notify the Administrative Agent at the time that any Person becomes a Domestic Subsidiary and promptly thereafter (and in any event within thirty (30) days or such later time as may at any time be determined by the Administrative Agent in its sole discretion), cause any Subsidiary such Person to (A) become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a counterpart of, or joinder to, the U.S. Guaranty and Collateral Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (B) grant a security interest, deed of charge or lien (or such other document as the Administrative Agent shall deem appropriate for such purpose) over all or substantially all of its assets and all Equity Interests of such Domestic Subsidiary in favor of the Administrative Agent, and (C) deliver to the Administrative Agent documents of the types referred to in clauses (iv) and (v) of Section 4.01(c) and, if requested by the Administrative Agent, opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, if, at any time, any Subsidiary shall guarantee or otherwise provide credit support for any Indebtedness permitted under Section 7.03(l) such Subsidiary shall as promptly as practicable become a Subsidiary Guarantee AgreementGuarantor and take the other actions required under this Section 6.13.
(ii) Notify each Agent on the earliest of (x) the time that any Person becomes a Foreign Subsidiary that is formed or organized in the same jurisdiction as a Borrower or is a First-Tier Foreign Subsidiary (whether by the creation or acquisition of such Subsidiary or otherwise) and (y) the time that any Person becomes a Borrower pursuant to Section 2.14, of any Person that is a Foreign Subsidiary as of such date that is formed or incorporated in the same jurisdiction as such Borrower, and shall cause any Subsidiary which in the case of each such Person that is a Bank Foreign Subsidiary Obligor that is organized under the laws of a jurisdiction in which any Borrower is also organized, promptly thereafter (and in any event within sixty (60) days or with respect such later time as may be determined by the Agents in their collective sole discretion) and subject to any Bank Credit Agreementclause (iii) below, cause such Person to (A) become a Subsidiary Guarantor by executing and delivering to the Agents a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under counterpart of, or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantorjoinder to, the Company Australian Guarantee and Indemnity Deed Poll or such other document as any Agent shall cause deem appropriate for such Subsidiary Guarantor to deliver to each of the holders:
purpose (1) a certificate signed by including, without limitation, an authorized Responsible Officer of the Company making representations and warranties accession deed to the effect of those contained in Sections 5.4(cAustralian Guarantee and Indemnity Deed Poll), 5.6 (B) grant a deed of charge or lien (or such other document as the Agents shall deem appropriate for such purpose) over all or substantially all of its assets and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary all Equity Interests of such Subsidiary Guarantor certifying (limited, in the case of a Loan to a U.S. Borrower, to 66% of the voting Equity Interests and attaching a copy thereof100% of the non-voting Equity Interests of such Subsidiary) as to in favor of each the Administrative Agent or Australian Collateral Agent (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (cC) the resolutions and/or other proceedings relating deliver to the authorization, execution and delivery Agents documents of the Subsidiary Guarantee Agreement; types referred to in clauses (iv) and (v) of Section 4.01(c) and
(3) an opinion , if requested by any Agent, opinions of independent counsel to such Person (which opinion may be from in-house counsel shall cover, among other things, the legality, validity, binding effect and shall be enforceability of the documentation referred to in clause (A)), all in form, content and scope reasonably satisfactory to the Required HoldersAgents.
(iii) to the effect Nothing in this Section 6.13 shall require that (iA) a Foreign Subsidiary guarantee or grant a security interest, deed of charge or lien (or such other document as the applicable Agent shall deem appropriate for such purpose) over all or substantially all of its assets to guarantee or secure any obligations of any Borrower (or any Subsidiary Guarantor of such Borrower) that is validly existing and not organized in good standing the same jurisdiction as such Foreign Subsidiary (other than in the case of Multi-Color Australia, LLC) or (B) that the U.S. Loan Parties be required to take any action under the laws of its the jurisdiction of organization, has incorporation or formation of any Immaterial First-Tier Foreign Subsidiary to perfect security interests in any Collateral consisting of the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered capital stock issued by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptionsImmaterial First-Tier Foreign Subsidiary.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.
Appears in 1 contract
Sources: Credit Agreement (MULTI COLOR Corp)
Additional Subsidiary Guarantors. If any Subsidiary of CARET that is not a Subsidiary Guarantor becomes a borrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Debt (each such Subsidiary being referred to as a “New Subsidiary Guarantor”), then: (a) The Company may at any time cause any Subsidiary to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and within five (5) Business Days (or such longer period as the Administrative Agent shall cause any Subsidiary which is a Bank Subsidiary Obligor under or with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with agree) of such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantorevent, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that Borrower shall: (i) notify the Administrative Agent in writing of such event and the name of such New Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and Guarantor; (ii) provide the Subsidiary Guarantee Agreement has been duly authorized by requisite action on Administrative Agent with the part of U.S. taxpayer identification for such New Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists ; and (iii) ifprovide the Administrative Agent and each Lender with all documentation and other information that the Administrative Agent or any Lender requests in order to comply with its obligations under applicable “know your customer” rules and regulations, Anti-Money-Laundering Laws, including, without limitation, the PATRIOT Act, and the Beneficial Ownership Regulation; and (b) within 30 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall deliver, or cause to be delivered, to the Administrative Agent, at the Borrower's sole expense, each of which shall be originals, or e-mail (in connection with such a .pdf format) or facsimiles (followed promptly by originals) unless otherwise specified, each of which documents to be signed by any New Subsidiary Guarantor being released and discharged as shall be properly executed by a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose Responsible Officer of such releasesigning New Subsidiary Guarantor and each in form and substance satisfactory to the Administrative Agent and the Required Lenders: (i) a joinder agreement in substantially the form attached hereto as Exhibit H, the holders together with all of the Notes shall receive equivalent consideration.items described in Sections 4.01(a)(iv), 4.01(a)(v) and 4.01(a)
Appears in 1 contract
Sources: Credit Agreement (Safehold Inc.)
Additional Subsidiary Guarantors. Notify the Administrative Agent at any time that Borrower will be adding a Project to the pool of Qualified Unencumbered Properties upon which the Unencumbered Asset Value is determined. Such Project shall be included in the pool of Qualified Unencumbered Properties upon the approval by Administrative Agent of such Project in its sole but reasonable business judgment, and delivery of the following to Administrative Agent:
(a) Description of such Project;
(b) A certificate of a Responsible Officer that (A) includes a pro forma Compliance Certificate demonstrating the effects of including such Project and (B) certifies (1) such Project satisfies the criteria to be (x) a Qualified Unencumbered Property and (y) included in the Table of Contents calculation of Unencumbered Asset Value, (2) the cost or NOI of such Project used in the calculations in such pro forma Compliance Certificate, (3) the name of the owner of all or any portion of such Project (which must be a Wholly Owned Subsidiary as of the date on which it is added as a Qualified Unencumbered Property), (4) the date on which such Project shall become a Qualified Unencumbered Property (the “Addition Date”), which, without the express approval by Administrative Agent in its sole discretion, shall be no sooner than ten (10) days after delivery of the items described in clauses (i) through (iii) of this Section and (5) that there exists no Event of Default under this Agreement and that the addition of such Project shall not result in any such Event of Default; and
(1) If required by Administrative Agent, a title report respecting such Project dated not more than fifteen (15) days prior to the date such Project will be added to such pool of Qualified Unencumbered Properties, and (2) except with respect to any Project that had been included in such pool of Qualified Unencumbered Properties within one (1) year prior to the date such Project will be added to such pool of Qualified Unencumbered Properties, a Phase I environmental report respecting such Project dated not more than six (6) months prior to the date such Project will be added to such pool of Qualified Unencumbered Properties. The Company may at effective date of the addition of such Project to the pool of Qualified Unencumbered Properties shall be the Addition Date. If the owner of all or any time portion of such Project is not a Loan Party, the Borrower shall, within ten (10) days after the Addition Date, (a) cause any Subsidiary such owner to become a Subsidiary Guarantor by executing and delivering to the Administrative Agent a Subsidiary Guarantee Agreement, counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose and shall cause any Subsidiary which is a Bank Subsidiary Obligor under or with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to b) deliver to each the Administrative Agent documents of the holders:
types referred to in clauses (1iii) a certificate signed by an authorized Responsible Officer and (iv) of Section 4.01(a) for such Person, together with favorable opinions of counsel to such Person (which shall cover the legality, validity, binding effect and enforceability of the Company making representations and warranties documentation referred to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to clause (a) its articles or certificate of incorporation, formation or organization, and such other matters as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel reasonably required by the Administrative Agent), in each case in form and shall be reasonably satisfactory substance similar to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action those delivered on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptionsClosing Date.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.
Appears in 1 contract
Sources: Credit Agreement (Cole Credit Property Trust Iv, Inc.)
Additional Subsidiary Guarantors. (a) The Company may at any time cause Cause any Subsidiary to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and shall cause any Subsidiary which of the Parent Borrower that (i) is a Bank Subsidiary Obligor under Direct Owner or an Indirect Owner with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible OfficerQualified Asset, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver is not a certificate of Borrower or a Responsible Officer to the holders of the Notes stating that no Event of Default exists Subsidiary Guarantor and (iii) ifbecomes a borrower or guarantor of, or otherwise incurs a payment obligation in respect of, any Indebtedness (other than Permitted Intercompany Indebtedness), promptly (and, in connection any event, within five (5) Business Days or as otherwise agreed in the sole discretion of the Administrative Agent) after such incurrence, to become party to a Guarantee Agreement as a Guarantor and the Parent Borrower shall (x) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Sections 7.1(e) through (i) with respect to each such Subsidiary, (y) as and to the extent requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning each such Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request and (z) provide the Administrative Agent with the U.S. taxpayer identification number for each such Domestic Subsidiary and the unique identification number issued by its jurisdiction of organization for each such Foreign Subsidiary and all documentation and other information concerning each such Subsidiary that the Administrative Agent or any Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation; it being released understood and discharged as agreed that any Real Property owned by such Subsidiary shall cease to be a Bank Subsidiary Obligor Qualified Asset in the event that the requirements set forth in this Section 8.10 (and all other applicable requirements under any Bank Credit this Agreement, any fee ) are not satisfied or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationwaived.
Appears in 1 contract
Additional Subsidiary Guarantors. The Borrower will take, and will cause each of Borrower’s Subsidiaries (aother than Excluded Subsidiaries) The to take, such actions from time to time as shall be necessary to ensure that all Subsidiaries of Borrower (other than Excluded Subsidiaries) are Subsidiary Guarantors not later than the time set forth herein. Without limiting the generality of the foregoing, if any Group Company shall form or acquire any new Subsidiary (other than an Excluded Subsidiary), the Borrower, as soon as practicable and in any event within 30 days (or such later date as may at any time be agreed by the Administrative Agent in its sole discretion) after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition and the Borrower will cause any such new Subsidiary to:
(i) within 30 days (or such later date as may be agreed by the Administrative Agent in its sole discretion) after such formation or acquisition, (A) execute an Accession Agreement pursuant to which such new Subsidiary shall agree to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and shall cause any Subsidiary which is a Bank Subsidiary Obligor under or with respect to any Bank Credit Agreement, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any such agreement). In connection with the delivery of a Subsidiary Guarantee Agreement by any “Subsidiary Guarantor, ” under the Company shall cause Guaranty; a “Subsidiary Guarantor” under the Security Agreement; and a “Subsidiary Guarantor” under the Pledge Agreement; and/or an obligor under such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained in Sections 5.4(c), 5.6 and 5.7, with respect other Collateral Documents as may be applicable to such new Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (cB) take all actions required to be taken by such Collateral Documents to perfect the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreementliens granted thereunder; and
(3ii) an opinion deliver such proof of independent counsel (which opinion may be from in-house organizational authority, incumbency of officers, opinions of counsel and shall be reasonably satisfactory other documents as is consistent with those delivered by each Loan Party pursuant to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws Section 4.01 of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee this Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes Closing Date or as the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor Administrative Agent or the Collateral Agent shall have reasonably requested in accordance order to evidence compliance with its terms, subject to customary exceptionsthis Section 6.12.
(b) The holders of the Notes agree to discharge and release any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent consideration.
Appears in 1 contract
Additional Subsidiary Guarantors. (a) The With respect to any new Material Domestic Subsidiary created or acquired after the Series A Closing Day by the Company may at any time cause or any Subsidiary to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement, and shall cause any Subsidiary which is a Bank Subsidiary Obligor under or with respect to any Bank Credit Agreement, to become existing Domestic Subsidiary that becomes a Material Domestic Subsidiary Guarantor after the Series A Closing Day by executing and delivering a virtue of meeting the qualifications set forth in the definition of Material Subsidiary Guarantee Agreement (concurrently with such Subsidiary becoming a Bank Subsidiary Obligor under or with respect to any Domestic Subsidiary that becomes a guarantor or borrower in respect of the obligations under the Bank Credit Agreement and related documents, promptly, but in any event within fifteen (15) days after such agreement). In connection with creation, acquisition or qualification or of becoming such a guarantor or borrower, (i) cause such
(A) to become a party to the delivery Subsidiary Guaranty by executing and delivering to each holder of Notes a joinder in the form attached to the Subsidiary Guarantee Agreement by any Subsidiary Guarantor, the Company shall cause such Subsidiary Guarantor Guaranty as Annex B and (B) to deliver to each holder of Notes the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations and warranties to the effect of those contained documents described in Sections 5.4(c), 5.6 and 5.7, with respect Annex 2 to such Subsidiary Guarantor and the Subsidiary Guarantee Agreement, as applicable in lieu of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to (a) its articles or certificate of incorporation, formation or organization, as applicable, (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) joinder. The holders of the Notes agree to discharge and release any Subsidiary Guarantor from that if the Subsidiary Guarantee Guarantors shall be released from their obligations under or in respect of the Bank Credit Agreement and so long as no Default or Event of Default then exists, the holders of Notes, upon the receipt of a written request of the Company, provided that (i) if Company and evidence reasonably satisfactory to the Required Holders of such Subsidiary Guarantor is a Bank Subsidiary Obligor under any release in respect of the Bank Credit Agreement, then will simultaneously with the release in connection with the Bank Credit Agreement take such actions and execute such documents which are necessary to terminate, release and discharge the Subsidiary Guarantor has been released and discharged (or Guarantors from their obligations under the Subsidiary Guaranty provided, however, that the holders will be released and discharged concurrently have no obligation to release the Subsidiary Guarantors pursuant to this sentence if in connection with the release of such the Subsidiary Guarantor Guarantors from their obligations under or in respect of the Bank Credit Agreement the Company or any of its Subsidiaries pays any consideration to the lenders under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to Agreement in consideration of such release unless the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of are paid equivalent consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationrelease provided for in this sentence.
Appears in 1 contract
Sources: Multi Currency Note Purchase and Private Shelf Agreement (Kadant Inc)
Additional Subsidiary Guarantors. Notify the Administrative Agent if any Person becomes a Material Subsidiary within 45 days after such occurrence (or such longer period as the Administrative Agent may agree), and thereafter promptly (and in any event, within 30 days after such notification (or such longer period as the Administrative Agent may agree) or at the time any such Subsidiary becomes a Designated Borrower, if earlier) or, in the event of any Non-Material Subsidiary which becomes a Designated Borrower, on or prior to the time such Subsidiary becomes a Designated Borrower, cause such Person to (a) The Company may at any time cause any Subsidiary to become a Subsidiary Guarantor so long as such Person is not an Excluded Subsidiary, provide an unconditional guaranty of the Obligations of each Borrower by executing and delivering to the Administrative Agent a counterpart of or supplement to the Domestic Subsidiary Guarantee AgreementGuaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and shall cause any Subsidiary which is a Bank Subsidiary Obligor under (b) deliver to the Administrative Agent (i) such certificates of resolutions or with respect to any Bank Credit Agreementother action, to become a Subsidiary Guarantor by executing and delivering a Subsidiary Guarantee Agreement (concurrently with incumbency certificates and/or other certificates of Responsible Officers of such Subsidiary becoming as the Administrative Agent may require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Bank Subsidiary Obligor under or with respect to any such agreement). In Responsible Officer in connection with any Loan Document to which 69635641 it is or may be a party; (ii) such documents and certifications as the delivery Administrative Agent may reasonably require to evidence that such Subsidiary is duly organized or formed and is validly existing, in good standing (if applicable in such Subsidiary’s jurisdiction of incorporation or organization) and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualifications, except to the extent that failure to do so could not reasonably be expected to have a Subsidiary Guarantee Agreement Material Adverse Effect, (iii) a supplement to Schedule 5.19 setting forth the Subsidiaries of the Company necessary to make the representation and warranty set forth in Section 5.19 true and correct and (iv) favorable opinion letters of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. If one or more Material Subsidiaries are created in connection with, or result from the consummation of, an Acquisition by the Company or any Subsidiary Guarantorof its Subsidiaries, then, notwithstanding the notice and timing provisions set forth herein above, the Company shall cause such Subsidiary Guarantor to deliver to each of the holders:
(1) a certificate signed by an authorized Responsible Officer of the Company making representations be executed and warranties delivered to the effect Administrative Agent, the Domestic Subsidiary Guaranty or Subsidiary Guaranties and related documents required by this section concurrently with the consummation of those contained in Sections 5.4(c), 5.6 and 5.7such Acquisition; provided that, with respect to the SIT Acquisition (but subject to the proviso to Section 7.03), the Company shall not be required to notify the Administrative Agent if any Person becomes a Material Subsidiary until 45 days after such occurrence (or such longer period as the Administrative Agent may agree) after the end of the Post-Acquisition Restructuring Period, and thereafter shall promptly (and in any event, within 30 days after such notification (or such longer period as the Administrative Agent may agree) or at the time any such Subsidiary Guarantor becomes a Designated Borrower, if earlier) execute and deliver such Guaranties and related documents required by this Section. Notwithstanding anything to the contrary set forth herein, in no event shall any Excluded Subsidiary Guarantee Agreement, as applicable in lieu that is excluded by virtue of the Company, this Agreement and the Notes;
(2) a secretary’s certificate signed by the Secretary or Assistant Secretary of such Subsidiary Guarantor certifying (and attaching a copy thereof) as to clauses (a) its articles or certificate of incorporation, formation or organization, as applicable), (b) its by-laws, limited liability company agreement or partnership agreement, as applicable and (c) the resolutions and/or other proceedings relating to the authorization, execution and delivery of the Subsidiary Guarantee Agreement; and
(3) an opinion definition thereof be required to provide a guaranty of independent counsel (which opinion may be from in-house counsel and shall be reasonably satisfactory to the Required Holders) to the effect that (i) such Subsidiary Guarantor is validly existing and in good standing under the laws of its jurisdiction of organization, has the applicable power and authority to execute and perform the Subsidiary Guarantee Agreement and (ii) the Subsidiary Guarantee Agreement has been duly authorized by requisite action on the part of such Subsidiary Guarantor, has been duly executed and delivered by such Subsidiary Guarantor and constitutes the duly valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms, subject to customary exceptions.
(b) The holders any Obligations of the Notes agree to discharge and release Company or any Subsidiary Guarantor from the Subsidiary Guarantee Agreement upon the written request of the Company, provided Designated Borrower that (i) if such Subsidiary Guarantor is a Bank Subsidiary Obligor under any Bank Credit Agreement, then such Subsidiary Guarantor has been released and discharged (or will be released and discharged concurrently with the release of such Subsidiary Guarantor under the Subsidiary Guarantee Agreement) as a Bank Subsidiary Obligor under such Bank Credit Agreement, and the Company so certifies to the holders of the Notes in a certificate of a Responsible Officer, (ii) at the time of, and after giving effect to, such release and discharge, no Event of Default shall be existing, and the Company shall deliver a certificate of a Responsible Officer to the holders of the Notes stating that no Event of Default exists and (iii) if, in connection with such Subsidiary Guarantor being released and discharged as a Bank Subsidiary Obligor under any Bank Credit Agreement, any fee or other form of consideration is given to any holder of Indebtedness under such Bank Credit Agreement expressly for the purpose of such release, the holders of the Notes shall receive equivalent considerationDomestic Subsidiary.
Appears in 1 contract
Sources: Second Amendment (Stericycle Inc)