Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent. (b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments. (c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 7 contracts
Samples: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)
Additional Collateral, etc. (a) With respect to any property constituting Collateral described in the Guarantee and Collateral Agreement acquired after the Closing Restatement Effective Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property under the laws of the United States and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including filing documents in the United States Patent and Trademark Office and United States Copyright Office and filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative AgentAgent subject to the terms of the Guarantee and Collateral Agreement; provided that the Loan Parties shall not be required to take any such action with respect to any Intellectual Property acquired after the Restatement Effective Date until the list describing such Intellectual Property is required to be furnished to the Administrative Agent and each Lender pursuant to Section 6.2(b).
(b) With respect to any new Domestic Subsidiary (other than a Foreign Subsidiary, an Excluded Subsidiary, an Excluded Person, a Securitization Entity or any Subsidiary of a Foreign Subsidiary, Excluded Subsidiary or Securitization Entity) created or acquired after the Closing Restatement Effective Date by any Loan Party (whichParty, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases subject to be an Excluded SubsidiarySection 6.10(b), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement under the laws of the United States with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Restatement Effective Date by any Loan PartyParty (other than by any Foreign Subsidiary, an Excluded Subsidiary, an Excluded Person or a Securitization Entity), subject to Section 6.10(b), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in a portion of the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding , and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Restatement Effective Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(h) or 7.3(o)), promptly (i) no Capital Stock execute and deliver a first priority Mortgage, in favor of any Subsidiary which is Excluded Property shall be required to be pledged as Collateralthe Administrative Agent, for the benefit of the Lenders, covering such real property and (ii) no Loan Party will in the case of any fee owned real property with a value of $5,000,000 or more, if reasonably requested by the Administrative Agent (x) provide the Lenders with title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be required reasonably specified by the Administrative Agent) and (y) deliver to take any action the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in any non-U.S. jurisdiction form and substance, and from counsel, reasonably satisfactory to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 5 contracts
Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Incremental Facilities Agreement (Avis Budget Group, Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), 7.3(g) and (z) any property that constitutes Excluded PropertyProperty (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected LienLien and which is intended to constitute Collateral pursuant to the Security Documents, promptly (and, and in any event, event within sixty five (605) days, provided that such time period may be extended in the reasonable discretion Business Days of notice thereof from the Administrative AgentAgent (or such longer period as the Administrative Agent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in any such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any Material Real Property acquired after the Closing Date by any Loan Party or owned by a Person that becomes a Loan Party pursuant to this Section 6.10 after the Closing Date (other than (i) any such Material Real Property subject to a Lien expressly permitted by Section 7.3(g) and (ii) any Material Real Property as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Parent Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby), within ninety (90) days after the acquisition thereof or the date such Person becomes a Loan Party, as applicable, (or such later date as the Administrative Agent shall agree to in its sole discretion) execute and deliver to the Administrative Agent the following, each in form and substance reasonably acceptable to the Administrative Agent: (i) a duly executed and acknowledged Mortgage, (ii) a mortgagee title insurance policy insuring the first priority Lien of the Mortgage in an amount no greater than 100% of the fair market value of such Material Real Property as reasonably determined by Parent Borrower acting in good faith, free and clear of all Liens other than Permitted Liens, together with such customary endorsements as reasonably requested by the Administrative Agent, (iii) (A) a new American Land Title Association or American Congress of Surveying and Mapping form survey with respect to such Material Real Property in form reasonably acceptable to the Administrative Agent or (B) an existing survey together with a no change affidavit sufficient for the title insurance company to remove the standard survey exception and issue any applicable survey related endorsements, (iv) customary legal opinions with respect to each Mortgage and (v) a “life-of-loan standard flood hazard determination”, and if such Material Real Property is located in a special flood area, a policy of flood insurance that (1) covers each such parcel and the building(s) located thereon, (2) is in compliance with the coverage required with respect to the particular type of property under the Flood Insurance Laws and otherwise acceptable to the Administrative Agent, and (3) has a term ending not later than the maturity of the Indebtedness secured by such Mortgage and (4) if such property is located in a special flood hazard area, confirmation that the Parent Borrower has received the notice required pursuant to the Flood Insurance Laws.
(c) With respect to (x) any new Domestic Subsidiary (other than any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, (y) any existing Domestic Subsidiary (other than an Excluded Subsidiary) that becomes a Domestic Subsidiary that is not a CFC Holding Company or a Subsidiary of a Foreign Subsidiary or a CFC Holding Company and (z) any existing Domestic Subsidiary that ceases to be an Excluded Subsidiary, within forty-five (45) days (or such later date as the Administrative Agent shall agree to in its sole discretion) after the creation or acquisition of such new Domestic Subsidiary or the date such existing Domestic Subsidiary becomes a Domestic Subsidiary that is not a CFC Holding Company or a Subsidiary of a Foreign Subsidiary or a CFC Holding Company or ceases to be an Excluded Subsidiary, as applicable, (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Domestic Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated endorsements, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Domestic Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new CFC Holding Company or Foreign Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), d) shall include any existing Subsidiary that ceases to be an Excluded becomes a CFC Holding Company or a Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that days after the creation or acquisition of such time period may be extended in the reasonable discretion of new CFC Holding Company or Foreign Subsidiary (or such later date as the Administrative AgentAgent shall agree to in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such CFC Holding Company or Foreign Subsidiary be required to be so pledged) and (ii) deliver to the Administrative Agent the certificates representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as the Administrative Agent deems necessary or reasonably advisable to perfect the Administrative Agent’s security interest therein; provided, that such Loan Party shall be required to provide a local law pledge agreement with respect to such Capital Stock (and local law opinions relating to such local law pledge agreement, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent) as reasonably requested by the Administrative Agent.
(e) Notwithstanding anything to the contrary set forth in this Agreement, each Subsidiary Borrower and any other applicable Loan Party shall, on the date such Domestic Subsidiary becomes a Subsidiary Borrower under this Agreement, (A) execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents) as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyBorrower, (iiB) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Company or such other Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Partycase may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (iC) no Capital Stock of any execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents and guarantee documents) as the Administrative Agent deems necessary or advisable for such Subsidiary which is Excluded Property shall be required Borrower to be pledged as Collateral, become a party to each applicable Security Document and guarantee document and (iiD) no Loan Party will be required take all actions necessary or advisable to take any action in any non-U.S. jurisdiction grant to create any the Administrative Agent, for the benefit of the Lenders, a perfected security interest in assets located such property having the highest priority then available, including the filing of Uniform Commercial Code financing statements (or titled outside of the U.S. or to perfect any security interests equivalent documents under local law) in such assetsjurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent.
Appears in 4 contracts
Samples: Credit Agreement (Ultra Clean Holdings, Inc.), Credit Agreement (Ultra Clean Holdings, Inc.), Credit Agreement (Ultra Clean Holdings, Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (v) real property, (w) Excluded Collateral, (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), 7.3(e) and (z) Excluded Propertyas otherwise set forth in the Security Documents) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within thirty (and, in any event, within sixty 30) days of the acquisition thereof (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable requests to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable requested by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement in such property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (together with improvements thereof and any related mineral rights owned by any Loan Party intended to be accessed through such real property) of at least $10,000,000 (as determined at the time of acquisition) acquired after the Closing Date by any Loan Party (other than (x) Excluded Collateral, (y) any such real property subject to a Lien expressly permitted by Section 7.3(e) and (z) as otherwise set forth in the Security Documents), deliver, or cause to be delivered, within forty-five (45) days after the acquisition of such real property (or such longer period as the Administrative Agent, in its sole discretion, shall agree to), to the extent the same would be required under Section 5.1(l) if such real property were owned by a Loan Party on the Closing Date, (i) a fully executed Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property (with a maximum value not to exceed the cost of acquisition (excluding the value of any such mineral rights) in any jurisdiction in which a mortgage recording tax is payable), subject to Liens as permitted pursuant to Section 7.3, (ii) provide the Administrative Agent with title and extended coverage insurance covering such real property in an Excluded Subsidiaryamount not in excess of the existing Revolving Commitments at the time of acquisition, subject to the same general provisions as contained in Section 5.1(l)(iii), as well as a current survey thereof together with a surveyor’s certificate (if applicable) in form and substance reasonably satisfactory to the Administrative Agent, subject to the same general provisions of
Section 5.1 (l)(ii); provided, however, that the survey requirements of this Section 6.9(b) may be satisfied by a customary “no change” affidavit with respect to any pre-existing or newly commissioned survey obtained in connection with such acquisition (if acceptable for survey coverage), and (iii) if requested by the Administrative Agent, legal opinions relating only to the validity and enforceability (but not the priority) of the Lien of such Mortgage, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, if the fee interest in such real property shall be acquired without a title policy and/or survey which would otherwise meet the foregoing requirements of this Section 6.9(b), then the title policy and/or survey requirements of this Section 6.9(b) shall be limited to that portion of such fee interest which comprises the most valuable real property as used in or material to the business currently conducted thereon at the time of the delivery in question, as reasonably determined by the Administrative Agent; provided however that with respect to the remainder of the fee interest in such property, the title company shall certify only that the mortgagor is the owner of record based on recorded deeds with respect to such real property, subject to all matters of record, all title defects, and all standard exclusions and exceptions; provided however that, other than property otherwise excluded in this Section 6.9, no more than $25,000,000 in value as determined at the time of the relevant acquisition (together with improvements thereof and any related mineral rights owned by any Loan Party intended to be accessed through such real property) of real property shall be excluded as Collateral under this clause (b).
(c) With respect to any new Restricted Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bc), shall include any existing Restricted Subsidiary that ceases to be an Excluded Subsidiary), promptly within thirty (and, in any event, within sixty 30) days of such creation or acquisition (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) unless such Restricted Subsidiary is a Foreign Subsidiary, execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Capital Stock of such new Restricted Subsidiary that is owned by any Loan Party, (ii) unless such Restricted Subsidiary is a Foreign Subsidiary, deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) unless such Restricted Subsidiary is an Excluded Subsidiary, cause such new Restricted Subsidiary (A) to become a party to the Subsidiary Guarantee and Security (1) this Agreement as a Subsidiary Guarantor “Borrower” and a Pledgor, respectively(2) the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new Restricted Subsidiary that is a Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly Group Member (and, in other than by any eventGroup Member that is an Excluded Subsidiary), within sixty thirty (6030) days, provided that days of such time creation or acquisition (or such longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Capital Stock of such new Subsidiary that is directly owned by any such Loan Party (Party, provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Party and take such other action as may be necessary or, in the opinion of (iii) if requested by the Administrative Agent, desirable deliver to perfect the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent’s security interest therein. .
(e) Notwithstanding anything contained in any Loan Document to the abovecontrary, (i) no Capital Stock of any Subsidiary which is Excluded Property Group Member shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. United States (or any political subdivision thereof) or to perfect any security interests in such assets, (ii) no Group Member shall be required to enter into any security agreement governed by the laws of any jurisdiction other than the United States (or any political subdivision thereof) and (iii) no Group Member shall be required to enter into any account control agreements with respect to deposit or securities accounts or take any other steps to perfect any security interest in such accounts or cash or cash equivalents.
Appears in 4 contracts
Samples: Credit Agreement, Credit Agreement (SunCoke Energy Partners, L.P.), Credit Agreement (SunCoke Energy Partners, L.P.)
Additional Collateral, etc. (a) With respect to any property Domestic Subsidiary created or acquired after the Closing Date directly or indirectly by any the Borrower that directly or indirectly owns the Capital Stock of a Mortgage Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected LienParty, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments and supplements to the Guaranty and Security Agreement or such other documents and additional Collateral Documents as the Administrative Agent reasonably deems reasonably necessary or advisable in order to grant cause any such Domestic Subsidiary (other than an Excluded Subsidiary) to become a Subsidiary Guarantor pursuant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Guaranty and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative AgentAgreement.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date directly or indirectly by any Loan Party (whichthe Borrower that is or becomes, for the purposes of this paragraph (b), shall include any existing Subsidiary or that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary directly or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in indirectly owns the Capital Stock of such new Subsidiary that is owned by any Loan Partyof, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Mortgage Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments and supplements to the Guaranty and Security Agreement and additional Collateral Documents as the Administrative Agent reasonably deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned directly by the Borrower or any such Subsidiary Guarantor and in all of the Capital Stock in any Mortgage Loan Party (provided that or in no event shall more than 65% of the total outstanding voting Capital Stock any direct or indirect parent of any Mortgage Loan Party owned by such new Subsidiary be required to be so pledged)(in each case, other than Excluded Property) and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest thereinapplicable pledgor. Notwithstanding the aboveforegoing, (i) no Subsidiary that is an Excluded Subsidiary shall be required to become a Subsidiary Guarantor or pledge any of its assets as Collateral, (ii) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, Collateral and (iiiii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 4 contracts
Samples: Credit Agreement (CorePoint Lodging Inc.), Credit Agreement (CorePoint Lodging Inc.), Credit Agreement (CorePoint Lodging Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) any other Excluded PropertyAssets (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty 30 days (60) days, provided that or such time period may be extended in the reasonable discretion of later date as the Administrative AgentAgent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, other applicable Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property as credit support for the Obligations and (ii) take all actions as may be reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties as credit support for the Obligations, a perfected first priority (except as permitted by Section 7.3) security interest and Lien in the Capital Stock of such new Subsidiary that is owned by any Loan Partyproperty, (ii) deliver to the Administrative Agent the certificates representing such Capital Stockincluding, together with undated stock powersbut not limited to, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachmentsAgent.
(cb) With respect to any new Foreign Subsidiary fee interest in any real property having a book value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $5,000,000 acquired after the Closing Date by any Loan PartyParty (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and, and in any eventevent within 60 days (or such longer period as the Administrative Agent may agree in its sole discretion), within sixty (60) days, provided that such time period may be extended in to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties as credit support for the Obligations, a perfected security interest covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the Capital Stock purchase price of such new Subsidiary that is owned real property (or such other amount as shall be reasonably specified by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (iiy) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. The parties acknowledge that there are no Mortgages or Mortgaged Properties as of the Closing Date. In the event that after the Closing Date the Loan Parties are required by the terms of this Section 6.12(b) to execute and delivery any Mortgage in respect of any Mortgaged Property, the Loan Parties covenant and agree to comply with the mortgage requirements of each of the Lenders. In furtherance of the foregoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by the Borrower or any other Loan Party after the Closing Date until (1) the date that occurs 30 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such Capital Stockreal property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, together (A) a notification to the applicable Loan Party of that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Party of such notice; and (iii) if such notice is required to be provided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from the Designated Lender that flood insurance due diligence and flood insurance compliance has been completed by the Designated Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed). Each of the Loan Parties acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Commitments or Loans, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned upon): (1) the prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with undated stock powersrespect to such Mortgaged Properties as required by all applicable flood insurance laws and as otherwise reasonably required by the Administrative Agent and (2) the Administrative Agent shall have received written confirmation from the Designated Lender, flood insurance due diligence and flood insurance compliance has been completed by the Designated Lender (such written confirmation not to be unreasonably withheld, conditioned or delayed), (ii) each of the Loan Parties covenants that with respect to each Mortgaged Property that is located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a “special flood hazard area” with respect to which flood insurance has been made available under applicable flood insurance laws, the applicable Loan Party (A) has obtained and will maintain, with financially sound and reputable insurance companies (except to the extent that any insurance company insuring the Mortgaged Property of the Loan Party ceases to be financially sound and reputable, in blankwhich case, executed the applicable Loan Party shall promptly replace such insurance company with a financially sound and delivered by a duly authorized officer of reputable insurance company), such flood insurance in such reasonable total amount as the relevant Loan PartyAdministrative Agent and the Designated Lender may from time to time reasonably require, and take such other action as may be necessary or, in otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the opinion flood insurance laws and (B) promptly upon request of the Administrative AgentAgent or the Designated Lender, desirable will deliver to perfect the Administrative Agent’s security interest thereinAgent or the Designated Lender, as applicable, evidence of such compliance in form and substance reasonably acceptable to the Administrative Agent and the Designated Lender, including, without limitation, evidence of annual renewals of such insurance. Notwithstanding the aboveAs used herein, (i) no Capital Stock “Designated Lender” shall mean each of any Subsidiary which Citizens and Bank of America, N.A., for so long as each such Person is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsa Lender.
Appears in 4 contracts
Samples: Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.), Credit Agreement (Ribbon Communications Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (xA) any property described in paragraph (b) or (c) below, (yB) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), (C) so long as the ABL Obligations Payment Date has not occurred, any ABL Priority Collateral as to which the ABL Representative determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby, (D) any property (or, so long as the ABL Obligations Payment Date has not occurred, any property other than ABL Priority Collateral) as to which the Administrative Agent determines, in its reasonable discretion and in consultation with the Borrower, that the cost of obtaining a security interest therein is excessive in relation to the value of the security to be afforded thereby, (E) any property that is Excluded Property (as defined in the Guarantee and Collateral Agreement) and (zF) Excluded Propertyany real property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in any such propertyproperty (with the priority required by the Intercreditor Agreements), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bc), shall include (1) any existing Subsidiary that becomes a Domestic Subsidiary that is not an Excluded Subsidiary and (2) any existing Domestic Subsidiary that ceases to be an Excluded Subsidiary), promptly within 30 days after the creation or acquisition of such new Domestic Subsidiary (and, in any event, within sixty (60) days, provided that or such time period may be extended in the reasonable discretion of later date as the Administrative AgentAgent shall agree to in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powersendorsements, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Party and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected security interest with the priority required by the Intercreditor Agreements in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments.
(c) With respect to any new CFC Holding Company or Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan PartyParty (which, promptly for the purposes of this paragraph (and, in c) shall include any eventexisting Subsidiary that becomes a CFC Holding Company or a Foreign Subsidiary), within sixty 60 days after the creation or acquisition of such new CFC Holding Company or Foreign Subsidiary (60) days, provided that or such time period may be extended in the reasonable discretion of later date as the Administrative AgentAgent shall agree to in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new CFC Holding Company or Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new CFC Holding Company or Foreign Subsidiary be required to be so pledged), ) and (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such pledged Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable Agent deems necessary or reasonably advisable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 3 contracts
Samples: Term Loan Credit Agreement (Upbound Group, Inc.), Term Loan Credit Agreement (Rent a Center Inc De), Term Loan Credit Agreement (Rent a Center Inc De)
Additional Collateral, etc. (a) With respect to any property constituting Collateral described in the Guarantee and Collateral Agreement acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent; provided that the Loan Parties shall not be required to take any such action with respect to any Intellectual Property acquired after the Closing Date until the earlier of the date on which (i) the aggregate value of all such Intellectual Property with respect to which the actions described above have not already been taken shall be at least $10,000,000 or (ii) the list describing such Intellectual Property is required to be furnished to the Administrative Agent and each Lender pursuant to Section 6.2(b).
(b) With respect to any new Domestic Subsidiary (other than a Foreign Subsidiary, an Excluded Subsidiary, an Excluded Person, a Securitization Entity or any Subsidiary of a Foreign Subsidiary, Excluded Subsidiary or Securitization Entity) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan PartyParty (other than by any Foreign Subsidiary, an Excluded Subsidiary, an Excluded Person or a Securitization Entity), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in a portion of the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding , and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any fee interest or leasehold interest in any real property having a value (together with improvements thereof) of at least $1,000,000 acquired after the Second Amendment Effective Date by any Group Member (other than (x) any such real property subject to a Lien expressly permitted by Section 7.3(h) or 7.3(o) and (y) real property acquired by any Excluded Subsidiary, Excluded Person or Foreign Subsidiary), promptly (i) no Capital Stock execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property; provided that the obligation to deliver a Mortgage covering any Subsidiary which is Excluded Property leasehold property shall be required limited to be pledged as Collateral, the use by the applicable Group Member of its commercially reasonable efforts to obtain any necessary landlord consents or waivers and (ii) no Loan Party will in the case of any real property with a value of $5,000,000 or more, if requested by the Administrative Agent (x) provide the Lenders with title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be required reasonably specified by the Administrative Agent) and (y) deliver to take any action the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in any non-U.S. jurisdiction form and substance, and from counsel, reasonably satisfactory to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 3 contracts
Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)
Additional Collateral, etc. (a) With Subject to the entry of the Interim Financing Order, with respect to any property acquired after the Closing Date by any Loan Party (other than (xw) any property described in paragraph (b) or (c) below, (y) any property which would not have been subject to a the Lien expressly permitted created by Section 7.3(f), the Guarantee and (z) Excluded Property) Collateral Agreement as of the Closing Date had such property been owned as of the Closing Date as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to either of the Security Agreement Guarantee and Collateral Agreements or such other documents as the Administrative Agent deems reasonably Required Lenders deem necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertyproperty (subject to Liens permitted to have priority under Section 2.17(c)), including the filing of Uniform Commercial Code financing statements or the making of such other filings or recordings in such jurisdictions as may be required by the Security Agreement Guarantee and Collateral Agreements or by law Law or as may be requested by the Administrative AgentAgent (at the direction of the Required Lenders).
(b) With [Reserved].
(c) Subject to Bankruptcy Court approval, subject to paragraph (d) below, with respect to any new wholly-owned Domestic Subsidiary, or wholly-owned Foreign Subsidiary (other than an Excluded Subsidiary) created organized under the Laws of Canada or any of its provinces or territories, organized or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)Group Member, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to either of the Guarantee and Collateral Agreements or other applicable Security Agreement Documents, or such new Security Documents as the Administrative Agent deems Required Lenders deem necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause any such new wholly-owned Domestic Subsidiary (A) to become a party to either of the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreements, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected security interest in the Collateral described in the Security Agreement Guarantee and Collateral Agreements prior and superior in right to any other Person with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by either of the Security Agreement Guarantee and Collateral Agreements or by law Law or as may be requested by the Administrative Agent (at the direction of the Required Lenders) and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KI, with appropriate insertions and attachments.
, (civ) With respect to cause any such new Foreign Subsidiary organized under the Laws of Canada or any of its provinces or territories, (other than an Excluded SubsidiaryA) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) to execute and deliver to the Administrative Agent the Guarantee and Collateral Agreement (Canada) or other applicable Security Document pursuant to which such amendments Foreign Subsidiary shall guarantee the Obligations, (B) to the Security Agreement as execute and deliver to the Administrative Agent deems the Guarantee and Collateral Agreement (Canada) or other applicable Security Document as the Required Lenders deem necessary or advisable to grant xxxxx x Xxxx to the Administrative Agent, for the benefit of the LendersSecured Parties, on all property of such Foreign Subsidiary to secure payment of the Obligations, (C) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Capital Stock of Collateral described in the Guarantee and Collateral Agreement (Canada) or other applicable Security Document delivered pursuant to the foregoing clause (B) prior and superior in right to any other Person with respect to such new Subsidiary that is owned Subsidiary, including such filings or other recordings in such jurisdictions as may be required by any such Loan Party the Guarantee and Collateral Agreement (provided that in no event shall more than 65% Canada) or other applicable Security Document or by Law or as may be reasonably requested by the Administrative Agent (at the direction of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledgedRequired Lenders), and (iiD) to deliver to the Administrative Agent a certificate of such new Foreign Subsidiary, substantially in the certificates representing form of Exhibit I, with appropriate insertions and attachments, with such Capital Stockmodifications relevant to the jurisdiction of such Foreign Subsidiary, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in requested by the opinion Administrative Agent (at the direction of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as CollateralRequired Lenders), and (iiv) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside if requested by the Administrative Agent (at the direction of the U.S. Required Lenders), deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Required Lenders.
(d) Notwithstanding anything in this Section 6.09 to the contrary, no Subsidiary of a Group Member shall provide a guaranty of all or any portion of the Borrower’s obligations under the Second Lien Note Indenture or any Permitted Refinancing Debt Document, or xxxxx x Xxxx on any of its assets to perfect secure any security interests in other the foregoing Indebtedness, unless, prior to or concurrently therewith, such assetsSubsidiary complies with the requirements of Section 6.09(c).
(e) For the avoidance of doubt, upon the consent of the Required Lenders, this Section 6.09 shall not apply to an Immaterial Subsidiary.
Appears in 3 contracts
Samples: Superpriority Senior Debtor in Possession Credit Agreement (Paperweight Development Corp), Credit Agreement (Paperweight Development Corp), Dip Facility Agreement
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A) and (B), (8), (9), (12), (16), (26), (29), (35) and (z38) Excluded Propertyof the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 90 days (and, in any event, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Agreements or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Liens permitted under Section 6.7) in such property, including the filing of Uniform Commercial Code or PPSA financing statements or other filings in such jurisdictions as may be required by the Security Agreement Agreements or by law or as may reasonably be requested by the Administrative Agent.
(b) Subject to the last sentence of this paragraph, with respect to any interest in any Material Property or any property constituting Borrowing Base Real Property Collateral (to the extent included in the definition of Collateral) either (i) owned at the Closing Date by any Loan Party or (ii) acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (38) of the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such interest in real property, (ii) in the case of Material Property or real property constituting Borrowing Base Real Property Collateral located in the United States, if requested by the Administrative Agent, provide the Lenders with a Title Policy as well as a current ALTA survey thereof (or an existing ALTA survey (accompanied if necessary by a “no-change” affidavit and/or other documents) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy), together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the enforceability of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, and (iv) the materials described in Section 4.1(a)(vi). Notwithstanding the foregoing, no Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) shall be required to provide a Mortgage with respect to any Non-Material Property (other than real property constituting Borrowing Base Real Property Collateral) or any leasehold property pursuant to this Section 5.9(b).
(c) With respect to any new Domestic Subsidiary that is required to become a Subsidiary Guarantor hereunder (other than an Excluded Subsidiarywhich, for the purposes of this Section 5.9(c), shall include (x) any Subsidiary created or acquired after the Closing Date by any Loan Party Group Member that is not a Non-Guarantor Subsidiary and is not designated by the Borrower Representative pursuant to Section 5.12, (which, for the purposes of this paragraph (b), shall include y) any existing Subsidiary Group Member that ceases to be an Excluded Non-Guarantor Subsidiary and is not designated an Unrestricted Subsidiary by the Borrower Representative pursuant to Section 5.12 (including as contemplated by the definition of “Immaterial Subsidiary”), and (z) any Unrestricted Subsidiary that is designated or re-designated a Restricted Subsidiary and is not a Non-Guarantor Subsidiary), promptly within ninety (and, in any event, within sixty 90) days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the relevant Security Agreement Agreements as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lendersrelevant Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such Subsidiary (A) to execute and deliver to the Administrative Agent (I) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor and (II) a joinder agreement to the relevant Security Agreement, substantially in the form annexed thereto, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the relevant Secured Parties a perfected security interest in the Collateral described in the relevant Security Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements or other filings in such jurisdictions as may be required by the relevant Security Agreement or by law or as may be requested by the Administrative Agent, and (C) to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Restricted Subsidiary that is directly owned by a Loan Party and is an Excluded Domestic Subsidiary or Foreign Subsidiary and is a Non-Guarantor Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Closing Date, within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the U.S. Security Agreement or Canadian Security Agreement, as applicable, and, to the extent requested by the Administrative Agent, a security agreement compatible with the laws of such Excluded Domestic Subsidiary’s or Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the relevant Secured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such Excluded Domestic Subsidiary or Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such Excluded Domestic Subsidiary or Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if requested by the Administrative Agent and (C) to Agent, deliver to the Administrative Agent a certificate legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided, that in the event the stamp, excise or similar taxes of any jurisdiction applicable to the pledge of Capital Stock of any Excluded Domestic Subsidiary or Foreign Subsidiary organized in such jurisdiction are excessive in relation to customary practices or the benefit afforded to the Secured Parties from such pledge and the compliance with the provisions of this Section 5.9(d) would result in the imposition of such Subsidiarystamp, substantially excise or similar taxes on the Company and the Restricted Subsidiaries, the Administrative Agent may elect not to require the Loan Parties to pledge such Capital Stock of any such Excluded Domestic Subsidiary or Foreign Subsidiary or not to require such pledge to be recorded or registered in any applicable jurisdiction, or may defer such requirement to such date or time as the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent may determine.
(ce) With respect to any new Foreign Non-Guarantor Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly Party (and, in but excluding any eventsuch Subsidiary that is an Excluded Domestic Subsidiary or Foreign Subsidiary and any Non-Guarantor Subsidiary to the extent a pledge of the Capital Stock of such entity is prohibited by its Organizational Documents or requires the consent of any Person party thereto (other than a Group Member)), within sixty 90 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the relevant Security Agreement Agreements as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lendersrelevant Secured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such new Non-Guarantor Subsidiary that is owned by any such Loan Party (provided that to the extent included in no event shall more than 65% the definition of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledgedCollateral), and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Group Member and take (iii) cause such other action as may be necessary ornew Subsidiary Guarantor to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in the opinion of form and substance reasonably acceptable to the Administrative Agent, desirable with appropriate insertions and attachments.
(f) Notwithstanding anything to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, contrary in this Agreement (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States and Canada shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States or Canada, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States and Canada (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States and Canada) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral, other than in respect of (x) certificated equity interests in the Company and the Restricted Subsidiaries otherwise required to be pledged pursuant to the terms of any Loan Document, (y) intercompany notes and other promissory notes held by any Loan Party endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof and (z) DDAs and securities accounts that are not Excluded DDAs.
Appears in 3 contracts
Samples: Amendment No. 2 (JELD-WEN Holding, Inc.), Amendment No. 1 (JELD-WEN Holding, Inc.), Revolving Credit Agreement (JELD-WEN Holding, Inc.)
Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by the Company or any Loan Party of its Subsidiaries (other than (w) Property with an aggregate book value not to exceed $100,000 at any time, (x) any property Property described in paragraph (b) or paragraph (c) belowof this Section, (y) any property Property subject to a Lien expressly permitted by Section 7.3(f6.1(c), ) and (z) Excluded PropertyProperty acquired by a Subsidiary that is a CFC or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC) as to which the Administrative Agent, for the ratable benefit of the Lenders, does not have a perfected Lien, the Company or the applicable Subsidiary shall promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents Loan Documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, a perfected first priority security interest in such propertyProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security this Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property, or any leasehold estate in any real property with a term (including all renewal options) of more than 20 years, in each case having a value (together with improvements thereof) of at least $250,000, acquired after the Closing Date by the Company or any of its Subsidiaries (other than any such real property owned by a Subsidiary that is a CFC or that is owned in whole or in part, directly or indirectly, by a Subsidiary that is a CFC, the Company or the applicable Subsidiary shall promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the ratable benefit of the Lenders, covering such real property (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an Excluded Subsidiaryamount at least equal to the purchase price of such real estate (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage or deed of trust, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Subsidiary created or acquired after the Closing Date by the Company or any Loan Party of its Subsidiaries (whichother than any Subsidiary that is a CFC or that is owned in whole or in part, for the purposes of this paragraph (bdirectly or indirectly, by a Subsidiary that is a CFC), the Company or the applicable Subsidiary shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Loan Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyCompany or such Subsidiary, as the case may be, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if requested by the Administrative Agent and (C) to Agent, deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver legal opinions relating to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 3 contracts
Samples: Loan and Security Agreement (Global Defense Technology & Systems, Inc.), Loan and Security Agreement (Global Defense Technology & Systems, Inc.), Loan and Security Agreement (Global Defense Technology & Systems, Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority (subject to any Customary Intercreditor Agreement) security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority (subject to any Customary Intercreditor Agreement) security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent (subject to any Customary Intercreditor Agreement) the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent (subject to any Customary Intercreditor Agreement) the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 3 contracts
Samples: Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.), Credit Agreement (ESH Hospitality, Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Funds Availability Date by any Loan Party (other than (x) Excluded Assets, Excluded Perfection Assets and any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Collateral Agent, for the benefit of the LendersSenior Secured Parties, does not have a perfected Lien, promptly (and, in any event, event within sixty (60) days, provided that 20 Business Days following the date of such time period may be extended in the reasonable discretion of the Administrative Agentacquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Collateral Agent deems reasonably necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSenior Secured Parties, a security interest in such property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSenior Secured Parties, a perfected first priority security interest in such propertyproperty (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Collateral Agent.
(b) With respect to any fee interest in any real property or any lease consisting of real property acquired or leased after the Funds Availability Date by any Loan Party (other than any Excluded Assets and Excluded Perfection Assets) within ninety (90) days after the acquisition or leasing thereof (i) execute and deliver a first priority Mortgage (subject only to Liens permitted by clauses (a), (f) and (g) of Section 6.02) or where appropriate under the circumstances, an amendment to an existing Mortgage, in each case in favor of the Collateral Agent, for the benefit of the Senior Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Senior Secured Parties with (x) either (1) (A) title insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) in form and substance reasonably satisfactory to the Administrative Agent; and (B) a current ALTA survey thereof, complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate (only with respect to (i) any power plant, (ii) any improved real property, and (iii) any other real property for which an ALTA survey was obtained when such property was acquired. Notwithstanding the foregoing, such Loan Party shall obtain or cause to be obtained an ALTA survey complying with the requirements set forth in Schedule 5.10(b) together with a surveyor’s certificate for any real property that becomes Collateral pursuant to this section to the extent that the title company will not remove the survey exception (or endorse over such exception) without an ALTA survey) or (2) where an amendment to an existing Mortgage has been delivered pursuant to clause (i) instead of a Mortgage, an endorsement to the existing title policy adding such property as an insured parcel, or a new Domestic title policy if the requirements in the state in which the real property is located do not allow for such an endorsement, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage or Mortgage amendment (to the extent obtainable using commercially reasonable efforts), each of the foregoing in form and substance reasonably satisfactory to the Collateral Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iv) if requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent a current appraisal of such real property or other valuation of such Loan Party’s interest therein in a form and by an appraiser reasonably acceptable to the Administrative Agent, (v) deliver to the Administrative Agent and the Collateral Agent a SFHDF with respect to such real property and, to the extent that the SFHDF indicates that such real property is in a Special Flood Hazard Area as designated by the Federal Emergency Management Agency, proof that adequate flood insurance, as required under the National Flood Insurance Program, has been obtained with respect to such real property and (vi) deliver evidence of zoning compliance satisfactory to the Collateral Agent or Administrative Agent.
(c) With respect to (i) any new Subsidiary (other than an Excluded Subsidiary) created or acquired by the Borrower or any of the Restricted Subsidiaries or (ii) any domestic Immaterial Subsidiary or domestic Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11, in each case, after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any eventFunds Availability Date, within sixty twenty (6020) daysdays of such creation, provided that such time period may be extended in acquisition or designation the reasonable discretion of Borrower or the Administrative Agent) applicable Restricted Subsidiary shall (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems and the Collateral Agent deem necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSenior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyParty (subject only to the Liens permitted by clause (e) of Section 6.02), (ii) deliver to the Administrative Collateral Agent the any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Restricted Subsidiary, and (iii) cause such new Subsidiary that is a wholly-owned Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor Collateral Agreement, and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders Senior Secured Parties a perfected first priority security interest (subject, in the case of property not constituting Pledged Securities, to Permitted Liens, and in the case of Pledged Securities, to Liens permitted by Section 6.02(e)) in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law Applicable Law or as may be reasonably requested by the Administrative Agent and (Civ) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiaryand the Collateral Agent legal opinions relating to the matters described above, substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions Administrative Agent and attachmentsthe Collateral Agent.
(cd) With respect to (i) any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Funds Availability Date and directly owned by any Loan Party or (ii) any foreign Immaterial Subsidiary or foreign Unrestricted Subsidiary that is designated as a Restricted Subsidiary in accordance with Section 6.11 and directly owned by any Loan Party, in each case, after the Funds Availability Date , promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion 30 days of the Administrative Agentcreation or acquisition thereof) (iA) execute and deliver to the Administrative Agent and the Collateral Agent (x) such amendments to the Security Guarantee and Collateral Agreement as the Administrative Collateral Agent deems necessary or reasonably advisable and/or (y) a Foreign Pledge Agreement, in each case to grant to the Administrative Collateral Agent, for the benefit of the LendersSenior Secured Parties, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary that is owned by any such Loan Party (subject only to the Liens permitted by clause (e) of Section 6.02 and provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be so pledged), and (iiB) if commercially reasonable, deliver to the Administrative Collateral Agent the certificates representing such Capital Stock, together with undated stock powerspower, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Collateral Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiC) no Loan Party will if requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent and the Collateral Agent.
Appears in 3 contracts
Samples: Credit Agreement (Enexus Energy CORP), Credit Agreement (Enexus Energy CORP), Credit Agreement (Entergy Corp /De/)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the ratable benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any eventevent within five (5) Business Days, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and in any event within forty-five (45) days (or such longer period as the Administrative Agent may agree in its sole discretion) of such request), to the extent requested by the Administrative Agent, (i) execute and deliver a first priority (except for any Liens permitted by Section 7.3(g)) Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent, not to exceed the fair market value of the real property) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed reasonably necessary by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with the foregoing, no later than three (3) Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.12, in order to comply with the Flood Laws, the Administrative Agent shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (“Loan Party Notice”) and (if applicable) notification to the applicable Loan Party that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of the Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Loan Party Notice is required to be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent (any of the foregoing being “Evidence of Flood Insurance”).
(c) With respect to any new Domestic direct or indirect Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases including pursuant to be an Excluded Subsidiarya Permitted Acquisition), promptly (and, and in any event, event within sixty ten (6010) days, provided that such time period may be extended in the reasonable discretion of the Administrative AgentBusiness Days) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in a form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, and in any event, event within sixty ten (6010) days, provided that such time period may be extended in the reasonable discretion of the Administrative AgentBusiness Days) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) Each Loan Party will be required shall use commercially reasonable efforts to take obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location, from the lessor of each data center of the Loan Parties, and from the lessor of or the bailee related to any action other location where in excess of $100,000 of Collateral is stored or located, which agreement or letter, in any non-U.S. jurisdiction such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to create the Administrative Agent. After the Closing Date, no Collateral having a book value in excess of $100,000 shall be stored at any security interest in assets located or titled outside new location without the prior written consent of the U.S. Administrative Agent or unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to perfect such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any security interests in such assetsCollateral is or may be located.
Appears in 3 contracts
Samples: Eighth Amendment Agreement (Benefitfocus,Inc.), Senior Secured Revolving Credit Facility (Benefitfocus,Inc.), Credit Agreement (Benefitfocus,Inc.)
Additional Collateral, etc. (a1) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any real property or property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), constituting Excluded Property and (z) any property with respect to which the Administrative Agent determines that the cost or burden of subjecting such property to a Lien under the Security Documents is disproportionate to the value of the collateral security afforded thereby) or (2) upon the designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as a Restricted Subsidiary (which is not an Excluded Property) Subsidiary), as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of upon request by the Administrative Agent) Agent (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, property and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such all actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (subject to (x) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 and (y) in the case of Collateral constituting Pledged Stock, inchoate Liens arising by operation of law) security interest in under the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% laws of the total outstanding voting United States in such property, including the filing of Uniform Commercial Code financing statements in such domestic jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent.
(b) Promptly (and in any event not later than 45 days after the delivery of any financial statements under Section 5.1(a) or 5.1(b), with respect to Capital Stock of any Subsidiary included in such new Subsidiary financial statements, which period may be required extended by the Administrative Agent from time to time in its discretion), cause (A) all of the Capital Stock (other than Excluded Property) owned by any Loan Party to be so pledged)pledged to the Administrative Agent, pursuant to an amendment to the Security Documents and/or the schedules thereto if reasonably requested by the Administrative Agent, and (B) together therewith, (x) the original certificates evidencing such pledged Capital Stock to be delivered to the Administrative Agent, together with appropriate powers executed in blank and (y) if and to the extent reasonably requested by the Administrative Agent, the Administrative Agent to receive legal opinions of counsel to the Borrower reasonably acceptable to the Administrative Agent covering such matters in respect of such pledges as the Administrative Agent so requests.
(c) Promptly (and in no event later than 45 days after the delivery of any financial statements under Section 5.1(a) or 5.1(b), with respect to any Subsidiary included in such financial statements, which period may be extended by the Administrative Agent from time to time in its discretion), cause (i) each of the Borrower’s direct or indirect Domestic Subsidiaries (other than an Excluded Subsidiary), to become a Guarantor and Grantor (as defined in the Guarantee and Collateral Agreement) by executing and delivering a joinder or assumption agreement to the Guarantee and Collateral Agreement in a form reasonably requested by the Administrative Agent if such Subsidiary is not then a Guarantor, (ii) to be delivered to the Administrative Agent a certificate of a Responsible Officer of such Subsidiary, attaching and certifying as to, and as applicable: (w) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents, certified as of a recent date to the delivery thereof by the Secretary of State of the jurisdiction of organization of such Subsidiary, (x) its bylaws, partnership agreement, limited liability company agreement, or similar organizational document, (y) resolutions of its board of directors or other equivalent governing body and authorizations authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Subsidiary executing the Loan Documents to which it is a party, and (z) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Subsidiary, and (iii) if and to the extent reasonably requested by the Administrative Agent, to be delivered to the Administrative Agent opinions of counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, covering such matters in respect of such new Guarantor and Grantor as the Administrative Agent so requests.
(d) With respect to any fee simple interest in any real property having a fair market value (together with improvements thereof) in the good faith estimation of the Borrower of at least $10,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.2(g)), promptly and in any event within 90 days after such acquisition (or such later times as the Administrative Agent may agree in its sole discretion), (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, creating a Lien on such real property prior and superior in right to all other Liens on such real property (except Liens permitted by Section 7.2), (ii) if reasonably requested by the Administrative Agent, provide the Administrative Agent, for the benefit of the Secured Parties, with (1) title searches in respect of such real property as well as a current map or plat of an as-built survey thereof, together with a surveyor’s certificate, (2) title insurance policies reasonably satisfactory in form and substance to the Administrative Agent, (3) recently prepared environmental site assessment reports, in each case together with letters executed by the environmental firms preparing such environmental reports, in form and substance satisfactory to the Administrative Agent, authorizing the Administrative Agent and the Lenders to rely on such reports, and (4) any consents or estoppels reasonably deemed necessary by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (iii) deliver a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and evidence of Federal Flood Insurance satisfying the requirements of Section 5.5 and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary in this Agreement or the Loan Documents, no Mortgage will encumber improved real property that is located in Special Flood Hazard Area in which flood insurance has been made available under the National Flood Insurance Act of 1968, except to the extent that the applicable Loan Party maintains flood insurance with respect to such Capital Stockimproved real property in compliance with the requirements of Section 5.5.
(e) Without limiting the foregoing, together with undated stock powersthe Borrower will, in blankand will cause each other Loan Party to, executed execute any and delivered by a duly authorized officer of the relevant Loan Partyall further documents, financing statements, agreements and instruments, and take all such other action as further actions, which may be necessary orrequired under any applicable law, in or which the opinion Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created by the Security Documents or the validity or priority of any such Lien, all at the expense of the Loan Parties. The Borrower also agrees to provide to the Administrative Agent, desirable from time to perfect time upon request, evidence reasonably satisfactory to the Administrative Agent’s security interest thereinAgent as to the perfection and priority of the Liens created or intended to be created by the Security Documents. Notwithstanding the aboveforegoing, (i) no Capital Stock of anything in this Agreement or any Subsidiary which is Excluded Property shall be required other Loan Document to be pledged as Collateralthe contrary, and (ii) no Loan Party will be required to deliver control agreements with respect to the Collateral or to take any action in necessary under the laws of any non-U.S. foreign jurisdiction to create or perfect a Lien or, in each case, be considered in breach of or non-compliance with any security interest representation or warranty or covenant herein or in assets located or titled outside of the U.S. or to perfect any security interests in such assetsLoan Document as a result thereof.
Appears in 3 contracts
Samples: Credit Agreement (Teradyne, Inc), Credit Agreement (Teradyne, Inc), Credit Agreement (Teradyne, Inc)
Additional Collateral, etc. (a) With respect to any personal property or Intellectual Property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (blocated outside of the U.S., any motor vehicles, leasehold interests, or any tangible personal property evidenced by a title certificate or any other property expressly excluded by the Security Documents) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), that constitutes “Collateral” under the Guarantee and (z) Excluded Property) Security Agreement as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (andexcept as otherwise provided for in this Section 6.9 or in the Guarantee and Security Agreement such Loan Party shall, except as otherwise provided in the Guarantee and Security Agreement and in any eventevent subject to the limitations set forth therein, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Security Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable under U.S. law to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property property, subject to Liens permitted under Section 7.3, and (ii) take all actions as the Administrative Agent reasonably deems necessary or advisable under U.S. law to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Guarantee and Security Agreement or by law or as may be reasonably requested by the Administrative Agent, other than foreign collateral documents.
(b) With respect to any fee interest in any real property having a fair market value as of the date of acquisition thereof (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject or to be subject to a Lien permitted by Section 7.3 or would result in a violation of Regulation H), within ninety (90) days after such acquisition (or such longer period as agreed by the Administrative Agent), execute and deliver (x) other than with respect to any such real property for which the Flood Determination required pursuant to this paragraph indicates that such real property is located in a Special Flood Hazard Area, a first priority mortgage or deed of trust in a form substantially similar to the Mortgages and reasonably satisfactory to the Administrative Agent, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property and recorded by a nationally recognized title insurance company, (y) a completed Federal Emergency Management Agency life-of-loan Standard Flood Hazard Determination (a “Flood Determination”) with respect to each such property and (z) a title search dated contemporaneous with the delivery of such Mortgage conducted by a title insurance company which reflects that such Mortgaged Property is owned in fee by the Loan Party identified as the mortgagor, trustor or grantor in the applicable Mortgage, free and clear of all Liens other than Permitted Liens.
(c) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes or any Subsidiary of this paragraph (b), shall include any existing Subsidiary that a Loan Party ceases to be an Excluded Unrestricted Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Security Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest under U.S. law subject to Liens permitted pursuant to Section 7.3 in the Capital Stock of such new Restricted Subsidiary that is directly owned by any Loan PartyParty (provided, such security interest shall be limited (A) in the case of a Foreign Subsidiary or a first-tier Domestic Foreign Holding Company, to 65% of such Capital Stock in such Subsidiary, (B) in the case of any Subsidiary of a Foreign Subsidiary or a Domestic Foreign Holding Company, to 0% of such Capital Stock in such Subsidiary, (C) in the case of any Insurance Subsidiary, to the lesser of the amount of such Insurance Subsidiary’s Capital Stock which can be pledged pursuant to the applicable law governing such Insurance Subsidiary or if such Insurance Subsidiary is a Foreign Subsidiary, the amount which is required to be otherwise pledged hereunder and (D) in the case of any Non-Profit Entity formed after the Closing Date, to the amount of such entity’s Capital Stock that can be pledged pursuant to the applicable law or regulations governing such entity), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (unless such Subsidiary is an Excluded Subsidiary) (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyAgreement, (B) subject to the provisions and limitations set forth in the Guarantee and Security Agreement, to take such actions as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest under U.S. law subject to the Liens permitted under Section 7.3 in the Collateral described in the Guarantee and Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be reasonably requested by the Administrative Agent (other than foreign Collateral documents) and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC or in such other form as may be acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if reasonably requested by the
(1) Holdings and the Borrower shall not be required to take, or cause any Subsidiary to take, the actions required by this paragraph (c) with respect to any such new Subsidiary prior to the delivery of financial statements delivered pursuant to Section 6.1(a) or (b) for the fiscal quarter of the Borrower during which such new Subsidiary was created or acquired unless (x) the aggregate amount of Investments made by the Group Members in all such new Subsidiaries exceeds $20,000,000 prior to the end of such fiscal quarter or (y) a Default has occurred and is continuing and (2) Holdings and the Borrower shall not be required to provide the legal opinions required by this paragraph (c) if the applicable new Subsidiary (on a consolidated basis), together with all other new Subsidiaries acquired or created in the same transaction or series of related transactions accounts for less than 2.5% of the assets, revenues or Consolidated EBITDA of the Borrower, in each case on a Pro Forma Basis as of the end of and for the four fiscal quarters most recently ended for which financial statements have been delivered under Section 6.1(a) or (b), as though such Subsidiary had become a Subsidiary at the beginning of such period.
(cd) With respect to If, at any new Foreign time, (x) (i) a Restricted Subsidiary is designated as an Unrestricted Subsidiary or an Immaterial Subsidiary in accordance with this Agreement or otherwise meets the criteria of an Excluded Subsidiary or (other than ii) an Electing Guarantor has been re-designated (at the option, and in the sole discretion, of the Borrower in accordance with Section 6.10(b) as an Excluded Subsidiary, the Administrative Agent shall release such Subsidiary from any Subsidiary Guaranty and all Security Documents to which it may be a party and to the extent Capital Stock held by such Restricted Subsidiary was pledged (or otherwise secured) created as Collateral, such pledge (or acquired after other security) shall be released and, upon the Closing Date by request of any Loan Party, any certificates in respect thereof shall be promptly returned to the applicable Loan Party or (and, in any event, within sixty y) adverse tax consequences could (60) days, provided that such time period may be extended in the reasonable discretion good faith determination of the Borrower in consultation with the Administrative Agent) result (i) execute from any Security Document executed and deliver delivered by any Subsidiary of the Borrower that is a Foreign Subsidiary or any Domestic Foreign Holding Company, the Administrative Agent shall release such Restricted Subsidiary from any such Security Document, or (ii) from any Lien granted under any Loan Document in respect of the Capital Stock in any Foreign Subsidiary or Domestic Foreign Holding Company, such Lien shall be released. Notwithstanding the foregoing, in no event shall Capital Stock of any Unrestricted Subsidiary or any of such Unrestricted Subsidiary’s assets constitute Collateral, and the Administrative Agent shall take all actions required hereunder and under the other Loan Documents to effect the foregoing in accordance with the terms of the Loan Documents.
(e) Notwithstanding anything in this Agreement or any Security Document to the contrary: (i) the Administrative Agent shall not take, and the Loan Parties shall not be required to grant, a security interest in any Excluded Property; (ii) any security interest required to be granted or any action required to be taken, including to perfect such security interest, shall be subject to the same exceptions and limitations as those set forth in the applicable Security Documents; (iii) no Loan Party shall be required, nor shall the Administrative Agent be authorized to perfect any pledges, charges, assignments, security interests and mortgages in any Collateral by any means other than (A) filings pursuant to the Uniform Commercial Code in the office of the secretary of state (or similar central filing office) of the relevant State(s) and filings in the applicable real estate records with respect to mortgaged properties or any fixtures relating to the Mortgages, (B) filings in United States government offices with respect to Intellectual Property as expressly required by the Loan Documents, (C) delivery to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agentbe held in its possession of all Collateral consisting of intercompany notes in an amount individually in excess of $5,000,000, for the benefit stock certificates of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by Borrower and its Restricted Subsidiaries and other Instruments issued to any such Loan Party in an amount individually in excess of $5,000,000, or (provided that D) mortgages in no event shall more than 65% respect of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and Mortgages; (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiv) no Loan Party will or any Domestic Restricted Subsidiary shall be required to take any action in any non-U.S. jurisdiction outside the United States to create perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States of America, any State thereof or the District of Columbia); (v) no Loan Party shall have any obligation under any Loan Document to enter into any landlord, bailee or warehousemen waiver, estoppel or consent or any other document of similar effect; and (vi) in no event shall any Loan Party be required to take any action to perfect the security interest granted under the Security Documents in Collateral consisting of (A) cash or Cash Equivalents, (B) entering into any deposit account control agreement or securities account control agreement with respect to any deposit account or securities account (including securities entitlements and related assets located credited thereto) or titled outside (C) other assets requiring perfection through the implementation of control agreements or perfection by “control” (other (i) than possession by the Administrative Agent to the extent expressly required under the Security Documents and (ii) with respect to the Institutional L/C Collateral Account in favor of the U.S. Institutional L/C Issuer) in each case under this clause (vi), except, in each case, to the extent such perfection may be achieved by the filing of a Uniform Commercial Code financing statement.
(f) The Administrative Agent shall not obtain or perfect a security interest in any assets of any Loan Party as to perfect which the Administrative Agent shall determine, in its reasonable discretion, that the cost of obtaining or perfecting such security interest is excessive in relation to the benefit to the Lenders of the security afforded thereby (such comparison to be determined in a manner consistent with any security interests such determination made in connection with the Closing Date) or would otherwise violate applicable law.
(g) Notwithstanding anything in this Agreement or any Security Document to the contrary, the Administrative Agent may, in its sole discretion, grant extensions of time for the satisfaction of any of the requirements under Section 6.9 in respect of any particular Collateral or any particular Subsidiary if it determines that the satisfaction thereof with respect to such assetsCollateral or such Subsidiary cannot be accomplished without undue expense or unreasonable effort or due to factors beyond the control of Holdings and the Restricted Subsidiaries by the time or times at which it would otherwise be required to be satisfied under this Agreement or any Security Document.
Appears in 2 contracts
Samples: Credit Agreement (National Mentor Holdings, Inc.), Credit Agreement (National Mentor Holdings, Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that three Business Days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $1,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than five (5) Business Days prior to the date on which a Mortgage is executed and delivered by a duly authorized officer of pursuant to this Section 6.12, in order to comply with the relevant Loan PartyFlood Laws, and the Administrative Agent (iiifor delivery to each Lender) cause such new Subsidiary shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”) and such other documents as any Lender may reasonably request to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelycomplete its flood due diligence, (B) if the improvement(s) to take the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such actions necessary Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or advisable overnight delivery), and (D) if the Loan Party Notice is required to grant be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent for the benefit and each Lender (any of the Lenders a perfected security interest in foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the Collateral described in the Security Agreement with respect to such new Subsidiarycontrary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may no Mortgage will be required by the Security Agreement or by law or as may be requested by the Administrative Agent executed and (C) to deliver delivered until each Lender has confirmed to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lender has satisfactorily completed its flood insurance due diligence and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetscompliance requirements.
Appears in 2 contracts
Samples: Credit Agreement (Alkami Technology, Inc.), Credit Agreement (Alkami Technology, Inc.)
Additional Collateral, etc. (a) With respect to any property (other than real property) acquired after the Closing Date by any Loan Party Group Member (other than (w) property that is not Collateral, (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Permitted Lien expressly permitted by Section 7.3(f), and (z) property acquired by any Excluded PropertyForeign Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by Administrative Agent (but excluding (i) agreements providing for control over deposit, investment, securities and similar accounts and (ii) filings with the Administrative AgentUnited States Patent and Trademark Office and United States Copyright Office so long as no such filings are required in order to perfect a security interest in Domain Names).
(b) With respect to any new Domestic Material Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member (which, for the purposes of this paragraph (b), shall include any existing Material Subsidiary that ceases to be an Excluded Foreign Subsidiary and any Subsidiary (other than an Excluded Foreign Subsidiary) that becomes a Material Subsidiary after the date of this Agreement), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Material Subsidiary that is owned by any Loan Partysuch Group Member, (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Material Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement (subject to Permitted Liens) with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent (but excluding agreements providing for control over deposit, investment, securities and similar accounts and filings with the United States Patent and Trademark Office and United States Copyright Office so long as no such filings are required in order to perfect a security interest in Domain Names) and (C) to deliver to the Administrative Agent a certificate of such Material Subsidiary, substantially in the form of Exhibit KI, with appropriate insertions and attachments.
(c) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan PartyGroup Member (other than by any Group Member that is an Excluded Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any such Loan Party Group Member (provided that in no event shall more than 65% 66 percent of the total outstanding voting Capital Stock of any such new Excluded Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the opinion good faith credit judgment of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding therein (but excluding agreements providing for control over deposit, investment, securities and similar accounts and filings with the above, (i) United States Patent and Trademark Office and United States Copyright Office so long as no Capital Stock of any Subsidiary which is Excluded Property shall be such filings are required in order to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any perfect a security interest in assets located Domain Names).
(d) Notwithstanding any other provision of this Agreement or titled outside of any other Loan Document to the U.S. contrary, in no event shall Borrower or any Loan Party be obligated to obtain, execute or deliver to Administrative Agent or any Lender any document, instrument or agreement providing for control over any deposit, investment, securities or similar accounts or filings with the United States Patent and Trademark Office and United States Copyright Office so long as no such filings are required in order to perfect any a security interests interest in such assetsDomain Names.
Appears in 2 contracts
Samples: Credit Agreement (Marchex Inc), Credit Agreement (Marchex Inc)
Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by the Parent Borrower or any Loan Party of its Material Domestic Subsidiaries (other than (x) any property Property described in paragraph (bc) or (cd) below, below and (y) any property Property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (zl) Excluded Property(if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)), (o) or (q) (if such Lien was granted in a transaction comparable to that permitted by Section 7.3(g)) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Property and (ii) take all actions reasonably necessary or reasonably advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyProperty, subject to no Liens except as permitted by Section 7.3, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) [Reserved].
(c) With respect to any new Material Domestic Subsidiary created (other than an Excluded Subsidiaryincluding pursuant to a Division) created or acquired after the Closing Date by the Parent Borrower or any Loan Party of its Subsidiaries (which, for the purposes of this paragraph (bc), shall include any existing Domestic Subsidiary that (1) becomes or is designated a Material Domestic Subsidiary or (2) ceases to be an Excluded a Foreign Subsidiary Holdco and is a Material Domestic Subsidiary), the Parent Borrower or the Subsidiary owning the Capital Stock of such new Material Domestic Subsidiary shall promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Material Domestic Subsidiary that which is owned by the Parent Borrower or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyParent Borrower or such Subsidiary, and as the case may be, (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Material Domestic Subsidiary, subject to no Liens except as permitted by Section 7.3, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent Agent, and (Civ) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiarylegal opinions relating to the matters described above, substantially which opinions shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent.
(cd) With respect to any new Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (other than an Excluded Subsidiary65%) created or acquired after the Closing Date by the Parent Borrower or any Loan Partyof its Subsidiaries (which, for the purposes of this paragraph (d), shall include (1) any existing Foreign Subsidiary or Foreign Subsidiary Holdco that (A) becomes or is designated a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (65%) or (B) is a Material Foreign Subsidiary and becomes a Pledge Eligible Foreign Subsidiary (65%) and (2) any Domestic Subsidiary that becomes a Foreign Subsidiary Holdco that is a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (65%)), the Parent Borrower or the Subsidiary owning the Capital Stock of such Material Foreign Subsidiary shall promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Material Foreign Subsidiary that is owned by the Parent Borrower or any such Loan Party of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Material Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyParent Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (iii) if requested by the Administrative Agent’s security interest therein. Notwithstanding , deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) With respect to any new Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (100%) created or acquired after the Closing Date by the Parent Borrower or any of its Subsidiaries (which, for the purposes of this paragraph (e), shall include (1) any existing Foreign Subsidiary or Foreign Subsidiary Holdco that (A) becomes or is designated a Material Foreign Subsidiary that is a Pledge Eligible Foreign Subsidiary (100%) or (B) is a Material Foreign Subsidiary and becomes a Pledge Eligible Foreign Subsidiary (100%) and (2) any existing Domestic Subsidiary that becomes a Foreign Subsidiary Holdco that is a Material Foreign Subsidiary and a Pledge Eligible Foreign Subsidiary (100%)), the Parent Borrower or the Subsidiary owning the Capital Stock of such new Material Foreign Subsidiary shall promptly (i) no execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Material Foreign Subsidiary that is owned by the Parent Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, if such Capital Stock is certificated, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent Borrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, (iii) cause such new Material Foreign Subsidiary which is Excluded Property shall (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Material Foreign Subsidiary, subject to no Liens except as permitted by Section 7.3, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required to by the Guarantee and Collateral Agreement or by law or as may be pledged as Collateralrequested by the Administrative Agent, and (iiiv) no Loan Party will if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance and with customary exceptions and qualifications, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 2 contracts
Samples: Credit Agreement (Conmed Corp), Credit Agreement (Conmed Corp)
Additional Collateral, etc. (a) With respect to any property personal Property acquired after the Closing Initial Amendment Date by the Parent or any Loan Party of its Subsidiaries (other than (w) any leasehold, easement or fee interest in real property, (x) any property described in paragraph (b) or (c) below, (y) any property Property subject to a Lien expressly permitted by Section 7.3(f7.3(g), (y) Property acquired by an Excluded Subsidiary and (z) Excluded PropertyProperty acquired directly by the Parent, Holdings or SBA Senior Finance other than the Capital Stock of a Person of which any of Holdings, SBA Senior Finance or the Borrower is a Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertyProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Initial Amendment Date by any Loan Party (which, for the purposes of this paragraph (b)paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary or Securitization Subsidiary)) by the Borrower or any of its Subsidiaries, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, and as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent Agent, and (Civ) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiarylegal opinions relating to the matters described above, substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent.
(c) With respect to any new Foreign Excluded Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Initial Amendment Date by the Borrower or any Loan Partyof its Subsidiaries, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Excluded Subsidiary that is owned by the Borrower or any such Loan Party of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Excluded Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as CollateralAgent thereon, and (iiiii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Loan Party will local perfection measures shall be required to take any action taken in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsforeign jurisdiction.
Appears in 2 contracts
Samples: 2018 Refinancing Amendment (Sba Communications Corp), Credit Agreement (Sba Communications Corp)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty thirty (6030) days, provided that days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $500,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than five (5) Business Days prior to the date on which a Mortgage is executed and delivered by a duly authorized officer of pursuant to this Section 6.11, in order to comply with any applicable laws, the relevant Loan PartyAdministrative Agent (for delivery to each Lender) shall have received the following documents (collectively, and (iii) cause such new Subsidiary the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”) and such other documents as any Lender may reasonably request to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelycomplete its flood due diligence, (B) if the improvement(s) to take the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such actions necessary Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or advisable overnight delivery), and (D) if the Loan Party Notice is required to grant be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent for the benefit and each Lender (any of the Lenders a perfected security interest in foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the Collateral described in the Security Agreement with respect to such new Subsidiarycontrary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may no Mortgage will be required by the Security Agreement or by law or as may be requested by the Administrative Agent executed and (C) to deliver delivered until each Lender has confirmed to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lender has satisfactorily completed its flood insurance due diligence and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetscompliance requirements.
Appears in 2 contracts
Samples: Credit Agreement (TransMedics Group, Inc.), Credit Agreement (TransMedics Group, Inc.)
Additional Collateral, etc. (a) With During any Full Security Period, with respect to any property Specified Property acquired after the Closing Effective Date by the Company or any Loan Party of its Required Subsidiaries (other than (xw) any property Specified Property described in paragraph clause (b) or (c) below, (yx) any property Specified Property subject to a Lien expressly permitted by Section 7.3(f6.01(a) or Section 6.01(l), (y) Specified Property acquired by any Excluded Domestic Subsidiary and (z) Excluded PropertySpecified Property acquired by any Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (andi) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Specified Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Specified Property, including the filing of IP Security Agreements with the United States Patent and Trademark Office, the United States Copyright Office or any event, similar office or agency within sixty (60) days, provided that the United States and the filing of UCC financing statements in such time period jurisdictions as may be extended required by the applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent. Notwithstanding anything to the contrary set forth in this Agreement, regardless of whether The Hawthorne Gardening Company is a Subsidiary under this Agreement, the reasonable discretion Company shall cause all of the outstanding Capital Stock of The Hawthorne Gardening Company directly owned by the Company or any Subsidiary Guarantor to be subject at all times to a first priority, perfected Lien in favor of the Administrative AgentAgent to secure the Obligations in accordance with the terms and conditions of the Guarantee and Collateral Agreement. Notwithstanding anything to the contrary set forth in this Agreement, the Company shall not be required to grant to the Administrative Agent a security interest in any Intellectual Property owned by any of the Hawthorne Entities until the date that is ninety (90) days following the Amendment No. 2 Effective Date (or such later date as is agreed to by the Administrative Agent in its reasonable discretion).
(b) During any Full Security Period, with respect to any new Required Subsidiary (other than an Excluded Domestic Subsidiary) created or acquired after the Effective Date by the Company or any of its Subsidiaries, promptly and in any event within thirty (30) days of such creation or acquisition (or such later date as is agreed to by the Administrative Agent in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Guarantee and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Required Subsidiary that is owned by the Company or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyCompany or such Subsidiary, and as the case may be, (iii) cause such new Required Subsidiary (A) to become a party to the Subsidiary Guarantee and Collateral Agreement and such other Security Agreement Documents, as a Subsidiary Guarantor and a Pledgor, respectivelyapplicable, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement or such other Security Agreement Document, as applicable, with respect to such new Required Subsidiary (however, in the case of a pledge by the new Domestic Subsidiary of voting Capital Stock of a first-tier Foreign Subsidiary, such pledge shall be limited to 65% of such Capital Stock of such first-tier Foreign Subsidiary), including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such new Required Subsidiary, substantially in the form of Exhibit KG, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no new Foreign Pledge Agreement, and no Foreign Pledge Agreement Acknowledgment and Confirmation in respect of any Foreign Pledge Agreement that is in effect on the Effective Date (or any legal opinions in respect thereof), shall be required hereunder (A) until the date that is sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) With Wherever the Administrative Agent reasonably requests the Company to do anything (i) to ensure that any Security Document is fully effective, enforceable and perfected with the contemplated priority, (ii) for more satisfactorily assuring or securing to the Lenders the property the subject of such Security Document in a manner consistent with such Security Document, or (iii) for aiding the exercise of any right or power in any Security Document, the Company shall (and, with respect to actions by third parties that are not Controlled directly or indirectly by the Company, shall use commercially reasonably efforts to) do it promptly and at its own cost. This may include using commercially reasonable efforts to obtain consents, get documents completed and signed, supply information, deliver documents and evidence of title and executed blank transfers, and give possession or control with respect to any new property the subject of any Foreign Subsidiary Pledge Agreement.
(d) Notwithstanding anything to the contrary in this Agreement, no amendment, modification or waiver to this Agreement shall (i) change any of the provisions of this Section 5.11(d) without the written consent of each Lender, (ii) subordinate the Lien on a material portion of the Collateral, taken as a whole, securing the Obligations to the Lien securing any other Indebtedness (other than an Excluded Subsidiaryany Lien permitted pursuant to Section 6.01(a)(i), 6.01(i) created or acquired after 6.01(l)), without the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion written consent of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party each Lender directly affected thereby (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative AgentLender’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property consent shall be required pursuant to this Section 5.11(d) if such Lender is offered a reasonable, bona fide opportunity to participate on a pro rata basis in any priming Indebtedness (including any fees payable in connection therewith) permitted to be pledged issued as Collaterala result of such waiver, and amendment or modification) or (iiiii) subordinate the Secured Obligations (or any Class thereof) in right of payment to any other Indebtedness, without the written consent of each Lender directly affected thereby (provided that no Loan Party will such Lender’s consent shall be required pursuant to take any action this Section 5.11(d) if such Lender is offered a reasonable, bona fide opportunity to participate on a pro rata basis in any non-U.S. jurisdiction priming Indebtedness (including any fees payable in connection therewith) permitted to create any security interest in assets located be issued as a result of such waiver, amendment or titled outside of the U.S. or to perfect any security interests in such assetsmodification).
Appears in 2 contracts
Samples: Credit Agreement (Scotts Miracle-Gro Co), Credit Agreement (Scotts Miracle-Gro Co)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any U.S. Loan Party (other than (x) Excluded Collateral, (y) any property described in paragraph (b), (c) or (cd) below, below and (yz) any property subject to a Lien expressly permitted by Section 7.3(f7.3(k), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within 60 days after the acquisition thereof (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of subject to extension by the Administrative AgentAgent in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) [Reserved].
(i) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date directly by any U.S. Loan Party (which, for the purposes of this paragraph (bc), shall include any such existing Subsidiary created or acquired after the Closing Date directly by any U.S. Loan Party that ceases to be an Excluded Subsidiary) within 60 days after the creation or acquisition of such Subsidiary (subject to extension by the Administrative Agent in its reasonable discretion) (such deadline, as so extended, the “Loan Party Joinder Deadline”), provided that with respect to an Excluded Foreign Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in these provisions shall not apply earlier than the reasonable discretion first day of the Administrative Agent) taxable year following the taxable year in which the Subsidiary ceased to be an Excluded Foreign Subsidiary, (iI) execute and deliver to the Administrative Agent such supplements or amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any U.S. Loan Party, (II) if applicable, deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (III) cause such new Subsidiary that is a Subsidiary Guarantor (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority (subject to Liens permitted under Section 7.3) security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (IV) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(ii) With respect to any new Subsidiaries acquired by any U.S. Loan Party in connection with the MF Acquisition that are required to become a party to the Guarantee and Collateral Agreement pursuant to Section 6.10(c)(i), each such Subsidiary shall be treated as a Loan Party for purposes of Section 7 of this Agreement as of the date each such Subsidiary is acquired by a U.S. Loan Party until the Loan Party Joinder Deadline with respect to such new Subsidiary.
(d) With respect to any new Foreign Subsidiary (including any Excluded Foreign Subsidiary) created or acquired after the Closing Date by (1) any U.S. Loan Party, within 60 days after the creation or acquisition thereof (subject to extension by the Administrative Agent in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such U.S. Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged and, provided further, that, for the avoidance of doubt, no Capital Stock of any such new Subsidiary that is owned directly or indirectly by a CFC shall be required to be so pledged (unless such CFC shall have elected to become a Subsidiary Guarantor pursuant to the proviso of the definition thereof)), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant U.S. Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no Loan Party will if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take the Administrative Agent and (2) any action in Additional Borrower that is a Foreign Subsidiary, to the extent such Foreign Subsidiary is a Material Foreign Restricted Subsidiary (including any non-U.S. jurisdiction such existing Subsidiary created or acquired after the Closing Date directly by such Additional Borrower that ceases to create any security interest in assets located be an Immaterial Subsidiary) within 45 days after such creation or titled outside of acquisition, execute and deliver to the U.S. or Administrative Agent a joinder to perfect any security interests in such assetsthe Foreign Guarantee Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Tempur Sealy International, Inc.), Credit Agreement (Tempur Sealy International, Inc.)
Additional Collateral, etc. (a) With respect to any property new Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agentwhich, for the benefit purposes of the Lendersthis paragraph (a), does not have a perfected Lienshall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Guarantee and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(b) Prior to the addition of any new Real Property as a Borrowing Base Property after the Closing Date, the Borrower shall deliver written notice to the Agents of its request to add such Real Property as a Borrowing Base Property at least ten (10) Business Days prior to the proposed date of such addition together with (a) a certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, and (b) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. Promptly (and in any event within ten (10) Business Days) after receipt of all of the foregoing information, the Agents shall review such information and notify the Borrower in writing whether or not they accept the Borrower’s determination that such Real Property qualifies as a Borrowing Base Property. From and after the date of such written notification from the Agents, and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lenders and deliver to the Administrative Agent and execute such amendments to further instruments and documents as the Security Agreement as Lenders or the Administrative Agent deems necessary or advisable shall reasonably request to grant carry out to their satisfaction the Administrative Agent, for transactions contemplated by this Agreement and the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such other Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.Documents
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Medical Properties Trust Inc), Revolving Credit and Term Loan Agreement (Medical Properties Trust Inc)
Additional Collateral, etc. (a) With respect to any property or rights acquired after the Closing Date by the Company or any of its Subsidiaries that is a Loan Party (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, does not have a perfected Lien, promptly (and, in any event, event within sixty (60) days, provided that 60 days following such time period may be extended in the reasonable discretion of the Administrative Agentacquisition) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security Collateral Agreement or such other documents as the Administrative Agent deems or the Collateral Agent reasonably necessary or advisable request to grant to the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a security interest in such property and (ii) take all actions as the Administrative Agent or Collateral Agent reasonably necessary or advisable request to grant to the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code or other applicable financing statements in such jurisdictions as may be required by the Security Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent.
(b) With respect to (i) any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $20,000,000 acquired after the Closing Date by the Company or any of its Subsidiaries that is a Loan Party (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents) and (ii) any real property listed in part (b) of Schedule 1.1B that becomes a Mortgaged Property pursuant to the definition thereof, promptly (and in any event within 90 days following such acquisition or such real property becoming a Mortgaged Property) deliver the documents required for Mortgaged Properties pursuant to Section 6.11. Notwithstanding the foregoing, the Collateral Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party after the Closing Date until the date that is (a) if such real property is not located in a “special flood hazard area”, ten (10) Business Days or (b) if such real property is located in a “special flood hazard area”, thirty (30) days, after the Administrative Agent has delivered to the Lenders the following documents in respect of such real property: (i) a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Parties of that fact and (if applicable) notification to the applicable Loan Parties that flood insurance coverage is not available and (B) evidence of the receipt by the applicable Loan Parties of such notice; and (iii) if required by Flood Laws, evidence of required flood insurance.
(c) With respect to any new Subsidiary (other than any Excluded Subsidiary) (which, for the purposes of this paragraph (bc), shall include any existing Subsidiary that ceases to be an Excluded SubsidiarySubsidiary (to the extent not a Loan Party)), promptly (and, in any event, event within sixty (60) days, provided that such time period may 60 days after the acquisition or formation thereof or the cessation to be extended in the reasonable discretion of the Administrative Agentan Excluded Subsidiary) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable the Collateral Agent reasonably request to grant to the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Company or any of its Subsidiaries that is a Loan PartyParty (or is required to be a Loan Party pursuant to the terms of this Agreement and the other Loan Documents), (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyCompany or such Subsidiary, as the case may be, and take such other action as may be required or the Administrative Agent reasonably requests to perfect the Collateral Agent’s security interest therein, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee Agreement and the Collateral Agreement and, to the extent applicable, the Israeli Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (Biv) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if reasonably requested by the Administrative Agent and (C) to or the Collateral Agent, deliver to the Administrative Agent a certificate of such Subsidiaryand the Collateral Agent legal opinions relating to the matters described above, substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions Administrative Agent and attachmentsthe Collateral Agent.
(cd) With respect to any new CFC or CFC Holding Company (other than any Excluded Foreign Subsidiary (other than an Excluded Subsidiaryas defined in the Collateral Agreement)) of a Loan Party created or acquired after the Closing Date by the Company or any other Loan Party, promptly (and, in any event, event within sixty (60) days, provided that such time period may be extended in 60 days after the reasonable discretion of the Administrative Agentcreation or acquisition thereof) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable the Collateral Agent reasonably request to grant to the Administrative Collateral Agent, for the benefit of the Administrative Agent and the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary that is a CFC or a CFC Holding Company be required to be so pledged)pledged); provided, and further, that no Loan Party shall be obligated to pledge the Capital Stock of a Foreign Subsidiary to the extent such pledge would violate the laws of the jurisdiction of such Foreign Subsidiary’s organization, (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant such Loan Party, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Administrative Collateral Agent’s security interest therein. Notwithstanding therein and (iii) if reasonably requested by the Administrative Agent or the Collateral Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent.
(ie) no In addition, within 60 days of the Closing Date, the Company shall deliver to the Administrative Agent and the Collateral Agent insurance certificates and endorsements naming the Collateral Agent as additional insured or mortgagee and loss payee (in accordance with customary practice in the jurisdiction where the applicable insurance policy is maintained) under the insurance policies of the Company and its Subsidiaries in accordance with the Collateral Agreement.
(f) For the avoidance of doubt, references in this Section 6.9 to any asset, property, right or Capital Stock of any Subsidiary which is created or acquired after the Closing Date do not include Excluded Property Assets (as defined in the Collateral Agreement).
(g) The Administrative Agent shall be required have the right to be pledged as Collateralextend any of the time periods set forth in this Section 6.9 in its reasonable discretion.
(h) Notwithstanding anything to the contrary in any Loan Document, and (ii) no Loan Party will shall be required required, nor shall the Administrative Agent be authorized, (A) to perfect any pledge, security interest or mortgage by any means other than through (x) any filing pursuant to the UCC in the office of the secretary of state (or similar central filing office) of the relevant State(s) or pursuant to any equivalent law, rule or regulation of the State of Israel and any filing in any applicable real estate records in the United States or the State of Israel with respect to any Mortgaged Property or any fixture relating to any Mortgaged Property, (y) any filing in the United Stated Copyright Office or the United States Patent and Trademark Office or applicable authorities in Israel with respect to intellectual property or (z) delivery to the Administrative Agent to be held in its possession of all Collateral consisting of stock certificates of the Company and its wholly-owned pledged subsidiaries and certain instruments with a fair market value in excess of $5,000,000, (B) to enter into any account control agreement or lockbox or similar arrangement with respect to any deposit account, securities account or commodities account, (C) with respect to any Loan Party organized under the laws of the State of Israel, to obtain any landlord or bailee waiver, or (D) to take any action in or required by a jurisdiction other than the State of Israel or the United States or with respect to any non-U.S. jurisdiction to create any security interest in assets asset located or titled outside of the U.S. State of Israel or to perfect the United States (and there shall be no guarantee, security agreement or pledge agreement governed by the laws of any security interests jurisdiction other than the State of Israel or a state in such assetsthe United States).
Appears in 2 contracts
Samples: Credit Agreement (Taboola.com Ltd.), Incremental Facility Amendment (Taboola.com Ltd.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement ten Business Days or such other documents later date as the Administrative Agent deems reasonably may agree in its sole discretion) take all actions necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $1,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than five (5) Business Days prior to the date on which a Mortgage is executed and delivered by a duly authorized officer of pursuant to this Section 6.12, in order to comply with the relevant Loan PartyFlood Laws, and the Administrative Agent (iiifor delivery to each Lender) cause such new Subsidiary shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”) and such other documents as any Lender may reasonably request to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelycomplete its flood due diligence, (B) if the improvement(s) to take the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such actions necessary Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or advisable overnight delivery), and (D) if the Loan Party Notice is required to grant be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent for the benefit and each Lender (any of the Lenders a perfected security interest in foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the Collateral described in the Security Agreement with respect to such new Subsidiarycontrary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may no Mortgage will be required by the Security Agreement or by law or as may be requested by the Administrative Agent executed and (C) to deliver delivered until each Lender has confirmed to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lender has satisfactorily completed its flood insurance due diligence and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetscompliance requirements.
Appears in 2 contracts
Samples: Credit Agreement (Yext, Inc.), Credit Agreement (Yext, Inc.)
Additional Collateral, etc. (a) With Subject to the terms of the Intercreditor Agreement and this Section 5.10, with respect to any property acquired after the Closing Date by any Loan Party Group Member (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), 6.2(e) or 6.2(j) and (z) property acquired by any Excluded PropertySubsidiary or Foreign Subsidiary) that is of the same type as that included as Collateral in the Security Documents and that is intended to be subject to the Lien created by any of the Security Documents as to which the Administrative Agent, for the benefit acting in its capacity as collateral agent on behalf of the Lenders, does not have a perfected Lien, promptly (and, and in any event, event within sixty thirty (6030) days, provided that days after the acquisition thereof (or such longer period of time period not to exceed an addition thirty (30) days as may be extended in permitted by the reasonable discretion written consent of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit acting in its capacity as collateral agent on behalf of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With Subject to the terms of the Intercreditor Agreement and this Section 5.10, with respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date (or owned by any Subsidiary that becomes a party to the Security Agreement pursuant to Section 5.10(c)) by any Group Member (other than (x) any such real property subject to a Lien expressly permitted by Section 6.2(e) and (y) real property acquired by any Excluded Subsidiary or Foreign Subsidiary), promptly (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) deliver to the Administrative Agent the items referred to in Section 4.1(m) and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent the items referred to in Section 5.11. For the avoidance of doubt, this clause (b) shall not apply to the North Yard or the West Yard.
(c) Subject to the terms of the Intercreditor Agreement and the Borrower’s election under Section 5.12, with respect to any new Domestic Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member other than an Excluded Subsidiary (which, for the purposes of this paragraph (bc), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)) or Foreign Subsidiary, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems deems, in its reasonable discretion, to be necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Subsidiary (other than an Excluded Subsidiary or Foreign Subsidiary) (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelythe Guarantee Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative Agent and Agent, (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments.
attachments and (cD) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date if requested by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and , deliver to the Administrative Agent such amendments legal opinions relating to the Security Agreement as matters described above, which opinions shall be in form and substance comparable or analogous to the Administrative Agent deems necessary or advisable to grant applicable opinions delivered on the Closing date and shall be from counsel reasonably satisfactory to the Administrative Agent.
(d) Notwithstanding anything in this Agreement or any Security Document to the contrary, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Collateral include, and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will or any Subsidiary shall be required to take any action in any non-U.S. jurisdiction to create any create, grant or perfect a security interest in, any property or assets (i) that are subject to a jurisdiction other than the United States, any state thereof and the District of Columbia, (ii) as to which the Administrative Agent determines in assets located or titled outside its reasonable discretion that the costs of obtaining such security interest exceeds the value of the U.S. security to be afforded thereby or to perfect any security interests (iii) that constitutes Excluded Property (as defined in such assetsthe Security Agreement).
Appears in 2 contracts
Samples: Term Loan Agreement (Philadelphia Energy Solutions Inc.), Term Loan Agreement (Philadelphia Energy Solutions Inc.)
Additional Collateral, etc. (a) With Subject to and consistent with the Security and Guarantee Principles, with respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within thirty (and, in any event, within sixty 30) days of such acquisition (60or ninety (90) days, provided that such time period may be extended days in the reasonable discretion case of an acquisition by a Foreign Subsidiary that is a Loan Party), or such longer period as agreed to by the Administrative Agent) Collateral Agent in its sole discretion, (i) execute and deliver to the Administrative Collateral Agent such amendments or supplements to the applicable Security Agreement Documents or such other documents as the Administrative Collateral Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a valid and enforceable first priority security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in such property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Agreement or by other applicable law or as may reasonably be requested by the Administrative Collateral Agent.
(b) With Subject to and consistent with the Security and Guarantee Principles, with respect to any interest in any Real Property (excluding any Leaseholds) having a fair market value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by any Loan Party, within ninety (90) days (or such longer period as agreed to by the Collateral Agent in its sole discretion) of the acquisition of such interest, (i) execute and deliver a Mortgage, in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such interest in Real Property, along with a corresponding UCC fixture filing for filing in the applicable jurisdiction, each in form and substance reasonably satisfactory to the Collateral Agent, as may be necessary to create a valid, perfected first and subsisting Lien, subject to liens permitted under Section 9.3, against such Real Property, (ii) provide the Lenders with title and extended coverage insurance covering such interest in Real Property in an amount at least equal to the fair market value of such Real Property (or such lesser amount as shall be specified by the Collateral Agent) together with title endorsements reasonably requested by the Collateral Agent, (iii) provide the Lenders with an ALTA survey thereof (or an existing survey accompanied, if necessary, by a “no-change” affidavit and/or other documents if same is/are sufficient for the title insurer to issue survey coverage in the applicable title policy, remove therefrom the standard survey exceptions, and issue the endorsements required pursuant to subsection (ii) above), together with a surveyor’s certification, (iv) such affidavits, certificates, instruments of indemnification and other items (including a so-called “gap” indemnification) as shall be reasonably required to induce the title insurer to issue the applicable title policy and endorsements referenced in clause (ii) above, (v) deliver to the Collateral Agent legal opinions in form and substance reasonably satisfactory to the Collateral Agent and covering such matters as the Collateral Agent may reasonably request, including, without limitation, the enforceability, due authorization, execution and delivery of the applicable Mortgage, (vi) deliver to the Collateral Agent a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination with respect to each parcel of Real Property (together with notice about special flood hazard area status and flood disaster assistance, duly executed by the applicable Loan Party entering into the applicable Mortgage), and in the event any such Real Property or a portion thereof is located within an area designated by the Director of the Federal Emergency Management Agency to be a “special flood hazard area” and as required by applicable law, evidence of a flood insurance policy for such Real Property or the applicable portion thereof; and (vii) such other information, documentation (including, but not limited to, appraisals, environmental reports, and to the extent applicable, using commercially reasonable efforts, subordination agreements), certifications, in each case, as may be reasonably required by the Collateral Agent or necessary in order to create a valid, perfected first and subsisting Lien subject to liens permitted under Section 9.3 against the Real Property covered by the applicable Mortgage.
(c) Subject to and consistent with the Security and Guarantee Principles, with respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) Guarantor created or acquired after the Closing Date by any Loan Party Party, within thirty (which, for 30) days of such creation or acquisition (or ninety (90) days in the purposes case of this paragraph (b), shall include any existing a Subsidiary Guarantor that ceases to be an Excluded is a Foreign Subsidiary), promptly (andor such longer period as agreed to by the Collateral Agent in its sole discretion, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Collateral Agent such amendments to this Agreement and the Security Agreement Documents and such comparable documentation or other Security Documents as the Administrative Collateral Agent deems reasonably necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary Guarantor that is owned by any Loan Party, (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly Authorized Officer of the relevant Loan Party (iii) cause such new Subsidiary Guarantor (a) to execute and deliver to the Collateral Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Collateral Agent to become a Subsidiary Guarantor and guarantee the Obligations, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, or such comparable documentation or other Security Documents requested by the Collateral Agent, as applicable, (b) to take such actions reasonably necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the assets (other than Excluded Assets) of such new Subsidiary Guarantor, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or comparable documentation or by other applicable law or as may be requested by the Collateral Agent and (c) to deliver to the Collateral Agent (i) a certificate of such Subsidiary Guarantor, substantially in the form of Exhibit M, with appropriate insertions and attachments and (ii) if reasonably requested by the Collateral Agent, a legal opinion from counsel to such new Subsidiary Guarantor in form and substance satisfactory to the Collateral Agent and (iv) if such new Subsidiary Guarantor owns real property with a fair market value of at least $5,000,000, within ninety (90) days of such party becoming a Subsidiary Guarantor (or such longer period as agreed to by the Collateral Agent in its sole discretion), deliver the documents required pursuant to Section 8.8(b) hereof.
(d) Subject to and consistent with the Security and Guarantee Principles, with respect to any new Restricted Subsidiary which is an Excluded Foreign Subsidiary described in clause (i) of the definition of Excluded Foreign Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Closing Date by any Loan Party, within ninety (90) days of such creation or acquisition, (i) execute and deliver to the Collateral Agent such Security Documents or amendments thereto as the Collateral Agent reasonably deems necessary or advisable to grant to the Collateral Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in the Capital Stock of such entity; provided that not more than 65% of the total outstanding Capital Stock of any such Excluded Foreign Subsidiary shall be pledged, (ii) deliver to the Collateral Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the relevant Loan Party, Party and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if reasonably requested by the Administrative Agent and (C) to Collateral Agent, deliver to the Administrative Collateral Agent a certificate of legal opinions in form and substance reasonably satisfactory to the Collateral Agent and covering such Subsidiary, substantially in matters as the form of Exhibit K, with appropriate insertions and attachmentsCollateral Agent may request.
(ce) With respect to any new Foreign Non-Guarantor Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly Party (and, in but excluding any eventExcluded Foreign Subsidiary and any Non-Guarantor Subsidiary to the extent a pledge of the Capital Stock of such entity is prohibited by its Organizational Documents or requires the consent of any Person party thereto), within sixty thirty (6030) daysdays of such creation or acquisition (or such longer period as agreed to by the Collateral Agent in its sole discretion), provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Collateral Agent such Security Documents or amendments to the Security Agreement thereto as the Administrative Collateral Agent deems necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Liens permitted hereunder) in the Capital Stock of such new Non-Guarantor Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Party, and (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer Authorized Officer of the relevant Loan Party, and take (iii) cause such other action as may be necessary ornew Subsidiary Guarantor to deliver to the Collateral Agent a certificate of such Subsidiary Guarantor, substantially in the opinion form of Exhibit M, with appropriate insertions and attachments (including modifications based on the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as CollateralSecurity and Guarantee Principles), and (iiiv) no Loan Party will be required if reasonably requested by the Collateral Agent, deliver to take any action the Collateral Agent legal opinions in any non-U.S. jurisdiction form and substance reasonably satisfactory to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in Collateral Agent and covering such assetsmatters as the Collateral Agent may request.
Appears in 2 contracts
Samples: Credit and Guaranty Agreement (Anvilire), Credit and Guaranty Agreement (Anvilire)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party Group Member (other than (x) real property, (y) any property described in paragraph (b) or (c) below, and (yz) any property subject to a Lien expressly permitted by Section 7.3(f6.2(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property property, other than Excluded Property as defined in the Guarantee and Collateral Agreement and subject to Liens expressly permitted by Section 6.2, and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Group Member that is or becomes a Wholly Owned Subsidiary that ceases to be an Excluded Subsidiary)thereof, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, other than Excluded Property as defined in the Guarantee and Collateral Agreement, with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new first-tier Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan PartyGroup Member (other than any such new Subsidiary designated as an Unrestricted Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party Group Member (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be reasonably necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no Loan Party will if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 2 contracts
Samples: Term Facility Credit Agreement (Fender Musical Instruments Corp), Term Facility Credit Agreement (Fender Musical Instruments Corp)
Additional Collateral, etc. (a) With respect to any property Additional Guarantor created or acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agentwhich, for the benefit purposes of the Lendersthis paragraph, does not have a perfected Lien, promptly (and, in shall include any eventexisting Subsidiary that ceases to be an Excluded Subsidiary or Transparent Subsidiary), within sixty (60) days, provided that 30 days after the formation or acquisition of such time period may be extended in the reasonable discretion of the Administrative Agent) Subsidiary (i) execute and deliver to the Administrative Agent Lender such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably shall be necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a valid and perfected security interest in the Capital Stock of such property and Additional Guarantor, (ii) deliver to the Lender the certificates, if any, representing such Capital Stock (to the extent constituting “certificated securities” under the applicable UCC), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such Additional Guarantor (A) to become a party to the Security Agreement and the Guarantee and (B) to take all such actions reasonably as are necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a valid and perfected first priority security interest in the Collateral described in the Security Agreement with respect to such propertyAdditional Guarantor, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative AgentLender, and (iv) if requested by the Lender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender.
(b) With respect Subject to Section 5.7(i), within 30 days after the formation or acquisition of any new Domestic Subsidiary the Capital Stock of which is owned directly by the Borrower or any Subsidiary Guarantor, the Borrower shall (other than an Excluded Subsidiary) created or acquired after shall cause the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing relevant Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative AgentGuarantor to) (i) execute and deliver to the Administrative Agent Lender such amendments or supplements to the Security Agreement as the Administrative Agent deems shall be necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a valid and perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Partythe Borrower or such Subsidiary Guarantor, and (ii) deliver to the Administrative Agent Lender the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or the relevant Loan PartySubsidiary Guarantor, and take such other action as may be reasonably requested by the Lender in order to perfect the Lender’s security interest therein including, with respect to any Foreign Subsidiary, the execution and delivery of a pledge agreement or similar instrument governed by the law of the jurisdiction in which such Foreign Subsidiary is domiciled.
(iiic) The Borrower shall use its commercially reasonable efforts to (i) grant to the Lender a security interest in the Capital Stock of any newly formed or after-acquired joint venture (or a holding company parent thereof) owned directly by the Borrower or a Subsidiary Guarantor if the amount recorded by the Borrower or such Subsidiary Guarantor as its investment in such joint venture exceeds $25,000,000 and (ii) in the case of any domestic JV Subsidiary (other than an Excluded Subsidiary) to cause such JV Subsidiary to become a Subsidiary Guarantor (in each case, it being understood that such efforts shall not require any economic or other significant concession or result in any material adverse tax consequences with respect the terms or structure of such joint venture arrangements).
(d) Subject to Section 5.7(i), at the request of the Lender, the Borrower shall, within ten days of the Lender’s request, (i) cause such new any Transparent Subsidiary that directly holds the Capital Stock of any 956 Subsidiary or holds Capital Stock of any other Transparent Subsidiary to (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyAgreement, (B) to take such actions as are necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Lender a valid and perfected security interest in the Collateral described in the Security Agreement with respect to such new Transparent Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Administrative Agent Lender, and (C) to deliver enter into such pledge agreements, security agreements and/or similar instruments each in form and substance reasonably satisfactory to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
Lender (c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver including as to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems governing law thereof) that is necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a valid and perfected security interest in the Capital Stock all of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)its property, and (ii) deliver to the Administrative Agent Lender the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Subsidiary, and (iii) if requested by the relevant Loan PartyLender, deliver to the Lender legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Lender.
(e) Within 30 days after the occurrence thereof, the Borrower will notify the Lender of any change to the name, jurisdiction of incorporation or formation or legal form of the Borrower or any Subsidiary Guarantor.
(f) The Borrower shall, and shall cause each Group Member to, from time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Lender may reasonably request for the purposes of implementing or effectuating the provisions of this Agreement and the other action as Loan Documents, or of more fully perfecting or renewing the rights of the Lender with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by any Group Member which may be necessary ordeemed to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by the Lender of any power, right, privilege or remedy pursuant to this Agreement or the other Loan Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, the Borrower will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Lender may be required to obtain from the Borrower or any Group Member in order to obtain such governmental consent, approval, recording, qualification or authorization.
(g) By June 30 and December 31 of each year, the Borrower shall deliver to the Lender a notice containing a list of all Intellectual Property that has been Registered by the Borrower or any Loan Party in the opinion United States or that qualifies as a Key Foreign Trademark or Key Foreign Patent since the last such notice was delivered (or in the case of the Administrative Agentfirst notice, desirable since the Closing Date), and shall take such steps as the Lender may reasonably request in order to perfect the Administrative Agentsecurity interests granted in such Collateral.
(h) Upon the acquisition by the Borrower or any other Loan Party of fee interests in real property after the Closing Date having an aggregate value of $100,000,000, with respect to any fee interest in any real property having a value (together with improvements thereon) of at least $5,000,000 acquired after the Closing Date by any Loan Party, which interest or rights were acquired in one or a series of transactions after the Closing Date by any Loan Party (in each case, other than any such real property subject to (1) any Contractual Obligation or Requirement of Law that prohibits or restricts compliance with the terms and conditions of this Section 5.7(h) or (2) a Lien expressly permitted by Section 6.2), which, for the purposes of this paragraph, shall include any owned real property of any Loan Party that ceases to be subject to the foregoing restrictions, promptly (i) execute and deliver a Mortgage, in favor of the Lender covering such real property, (ii) if requested by the Lender, (x) provide (A) title insurance covering such real property to the extent available and (B) evidence of insurance covering such real property according to replacement cost, and (C) to the extent obtained by such Loan Party in connection with such acquisition, a current ALTA survey thereof, together with a surveyor’s security interest therein. certificate, and (y) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary or advisable by the Lender in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Lender, and (iii) if requested by the Lender deliver to the Lender legal opinions relating to the matters described above, which opinions shall be similar in form and substance to the opinions provided in connection with the Mortgage, and from counsel, reasonably satisfactory to the Lender; it being understood that at all times the Borrower shall have the right not to take any such action in respect of fee interests on real property having an aggregate value of $100,000,000 or less.
(i) Notwithstanding anything to the abovecontrary herein, (i) in no Capital Stock of any Subsidiary which is Excluded Property case shall a Person be required to be pledged as Collateralgrant a security interest in any stock of a 956 Subsidiary (other than 100% of the non-voting stock (if any) and 65% of the Voting Stock of a first tier 956 Subsidiary), and (ii) in no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside case shall more than 65% of the U.S. Voting Stock of any 956 Subsidiary be directly or indirectly pledged if the pledge would result in deemed dividends to perfect any security interests in such assetsthe Borrower or its owners pursuant to Section 956 of the Code.
Appears in 2 contracts
Samples: First Lien Credit Agreement (Chrysler Group LLC), First Lien Credit Agreement (Chrysler Group LLC)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (xi) deposit accounts opened with any Lender, (ii) real property, (iii) Excluded Collateral, (iv) any property described in paragraph (b), (c) or (cd) below, (yv) any property subject to a Lien expressly permitted by Section 7.3(f), 7.3(e) and (zvi) Excluded Propertyas otherwise set forth in the Security Documents) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within thirty (and, in any event, within sixty 30) days after the acquisition thereof (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (iA) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable requests to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (iiB) take all actions reasonably necessary or advisable requested by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement in such property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (together with improvements thereof and any related mineral rights owned by any Loan Party intended to be accessed through such real property) of at least $50,000,000 (as determined at the time of acquisition) that is acquired after the Closing Date by any Loan Party (other than (i) Excluded Collateral, (ii) any such real property subject to a Lien expressly permitted by Section 7.3(e) and (iii) as otherwise set forth in the Security Documents), deliver, or cause to be delivered, within sixty (60) days after the acquisition of such real property (or such longer period as the Administrative Agent, in its sole discretion, shall agree to), to the extent the same would be required under Section 5.1(h) if such real property were owned by a Loan Party on the Closing Date, (A) a fully executed Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property (with a maximum value not to exceed the cost of acquisition (excluding the value of any such mineral rights) in any jurisdiction in which a mortgage recording tax is payable), subject to Liens as permitted pursuant to Section 7.3, (B) provide the Administrative Agent with title and extended coverage insurance covering such real property in an Excluded Subsidiaryamount not in excess of the existing Revolving Commitments and outstanding Term Loans at the time of acquisition, subject to the same general provisions as contained in Section 5.1(h)(iii), as well as a current survey thereof together with a surveyor’s certificate (if applicable) in form and substance reasonably satisfactory to the Administrative Agent, subject to the same general provisions of Section 5.1(h)(ii); provided, however, that the survey requirements of this Section 6.9(b) may be satisfied by a customary “no change” affidavit with respect to any pre-existing or newly commissioned survey obtained in connection with such acquisition (if acceptable for survey coverage), and (C) if requested by the Administrative Agent, legal opinions relating only to the validity and enforceability (but not the priority) of the Lien of such Mortgage, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, if the fee interest in such real property shall be acquired without a title policy and/or survey which would otherwise meet the foregoing requirements of this Section 6.9(b), then the title policy and/or survey requirements of this Section 6.9(b) shall be limited to that portion of such fee interest which comprises the most valuable real property as used in or material to the business currently conducted thereon at the time of the delivery in question, as reasonably determined by the Administrative Agent; provided however that with respect to the remainder of the fee interest in such property, the title company shall certify only that the mortgagor is the owner of record based on recorded deeds with respect to such real property, subject to all matters of record, all title defects, and all standard exclusions and exceptions.
(c) With respect to any new Restricted Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bc), shall include any existing Restricted Subsidiary that ceases to be an Excluded Subsidiary), promptly within thirty (and, in any event, within sixty 30) days of such creation or acquisition (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) unless such Restricted Subsidiary is a Foreign Subsidiary, execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Capital Stock of such new Restricted Subsidiary that is owned by any Loan Party, (ii) unless such Restricted Subsidiary is a Foreign Subsidiary, deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) unless such Restricted Subsidiary is an Excluded Subsidiary, cause such new Restricted Subsidiary (A) to become a party to (1) at the Subsidiary Guarantee and Security option of the Parent, this Agreement as a Subsidiary Guarantor “Borrower” and a Pledgor, respectively(2) the Guarantee and Collateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially in the form of Exhibit KB, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new Restricted Subsidiary that is a Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly Group Member (and, in other than by any eventGroup Member that is an Excluded Subsidiary), within sixty thirty (6030) days, provided that days of such time creation or acquisition (or such longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Capital Stock of such new Subsidiary that is directly owned by any such Loan Party (Party, provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Party and take such other action as may be necessary or, in the opinion of (iii) if requested by the Administrative Agent, desirable deliver to perfect the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent’s security interest therein. .
(e) Notwithstanding anything contained in any Loan Document to the abovecontrary, (i) no Capital Stock of any Subsidiary which is Excluded Property Group Member shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. United States (or any political subdivision thereof) or to perfect any security interests in such assets, (ii) no Group Member shall be required to enter into any security agreement governed by the laws of any jurisdiction other than the United States (or any political subdivision thereof) and (iii) except as provided in Section 6.13, no Group Member shall be required to enter into any account control agreements with respect to deposit or securities accounts or take any other steps to perfect any security interest in such accounts or cash or cash equivalents.
Appears in 2 contracts
Samples: Credit Agreement (SunCoke Energy, Inc.), Credit Agreement (SunCoke Energy, Inc.)
Additional Collateral, etc. (a) With During any Full Security Period, with respect to any property Specified Property acquired after the Closing Effective Date by the Company or any Loan Party of its Required Subsidiaries (other than (xw) any property Specified Property described in paragraph clause (b) or (c) below, (yx) any property Specified Property subject to a Lien expressly permitted by Section 7.3(f6.01(a) or Section 6.01(l), (y) Specified Property acquired by any Excluded Domestic Subsidiary and (z) Excluded PropertySpecified Property acquired by any Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Specified Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertySpecified Property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With During any Full Security Period, with respect to any new Domestic Required Subsidiary (other than an Excluded Domestic Subsidiary) created or acquired after the Closing Effective Date by the Company or any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)its Subsidiaries, promptly (and, and in any event, event within sixty thirty (6030) days, provided that days of such time period may be extended in the reasonable discretion of creation or acquisition (or such later date as is agreed to by the Administrative AgentAgent in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Required Subsidiary that is owned by the Company or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyCompany or such Subsidiary, and as the case may be, (iii) cause such new Required Subsidiary (A) to become a party to the Subsidiary Guarantee and Collateral Agreement and such other Security Agreement Documents, as a Subsidiary Guarantor and a Pledgor, respectivelyapplicable, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement or such other Security Agreement Document, as applicable, with respect to such new Required Subsidiary (however, in the case of a pledge by the new Domestic Subsidiary of voting Capital Stock of a first-tier Foreign Subsidiary, such pledge shall be limited to 65% of such Capital Stock of such first-tier Foreign Subsidiary), including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such new Required Subsidiary, substantially in the form of Exhibit KG, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, no new Foreign Pledge Agreement, and no Foreign Pledge Agreement Acknowledgment and Confirmation in respect of any Foreign Pledge Agreement that is in effect on the Effective Date (or any legal opinions in respect thereof), shall be required hereunder (A) until the date that is sixty (60) days after the Effective Date or such later date as the Administrative Agent may agree in the exercise of its reasonable discretion with respect thereto, and (B) to the extent the Administrative Agent determines that such pledge would not provide material credit support for the benefit of the Secured Parties pursuant to legally valid, binding and enforceable pledge agreements.
(c) With Wherever the Administrative Agent reasonably requests the Company to do anything (i) to ensure that any Security Document is fully effective, enforceable and perfected with the contemplated priority, (ii) for more satisfactorily assuring or securing to the Lenders the property the subject of such Security Document in a manner consistent with such Security Document, or (iii) for aiding the exercise of any right or power in any Security Document, the Company shall (and, with respect to actions by third parties that are not Controlled directly or indirectly by the Company, shall use commercially reasonably efforts to) do it promptly and at its own cost. This may include using commercially reasonable efforts to obtain consents, get documents completed and signed, supply information, deliver documents and evidence of title and executed blank transfers, and give possession or control with respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after property the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock subject of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsForeign Pledge Agreement.
Appears in 2 contracts
Samples: Credit Agreement (Scotts Miracle-Gro Co), Credit Agreement (Scotts Miracle-Gro Co)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) Additional Guarantor created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b)paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary or Transparent Subsidiary), promptly within 30 days after the formation or acquisition of such Subsidiary (and, in any event, within sixty (60) days, provided that or such time period may Subsidiary ceasing to be extended in the reasonable discretion of the Administrative Agentan Excluded Subsidiary or Transparent Subsidiary) (i) execute and deliver to the Administrative Collateral Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems shall be necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Collateral Agent a valid and perfected first priority security interest in the Capital Stock Equity Interests of such new Subsidiary that is owned by any Loan PartyAdditional Guarantor, (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital StockEquity Interests (to the extent constituting “certificated securities” under the applicable UCC), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyCompany or such Subsidiary, and as the case may be, (iii) cause such new Subsidiary Additional Guarantor (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions as are necessary or advisable to grant to the Administrative Collateral Agent for the benefit of the Lenders a valid and perfected security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new SubsidiaryAdditional Guarantor, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and Collateral Agent, (Civ) to if requested by the Collateral Agent, deliver to the Administrative Collateral Agent a certificate of legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent, and (v) take such Subsidiary, substantially in other actions as may be required to cause the form of Exhibit K, Collateral and Guarantee Requirement to be satisfied with appropriate insertions and attachmentsrespect to such Additional Guarantor.
(cb) With respect Subject to Section 5.7(i), within 30 days after the formation or acquisition of any new Foreign Subsidiary the Equity Interests of which are owned directly by the Company or any Subsidiary Guarantor, the Company shall (other than an Excluded Subsidiary) created or acquired after shall cause the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agentrelevant Subsidiary Guarantor to) (i) execute and deliver to the Administrative Collateral Agent such amendments or supplements to the Security Guarantee and Collateral Agreement as the Administrative Agent deems shall be necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Collateral Agent a valid and perfected security interest in the Capital Stock Equity Interests of such new Subsidiary that is owned by any the Company or such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Guarantor, and (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital StockEquity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Company or the relevant Loan PartySubsidiary Guarantor, and take such other action actions as may be necessary orreasonably requested by the Collateral Agent in order to perfect the Collateral Agent’s security interest therein including, with respect to any Foreign Subsidiary, the execution and delivery of a pledge agreement or similar instrument governed by the law of the jurisdiction in which such Foreign Subsidiary is domiciled and (iii) take such other actions as may be required to cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary.
(c) The Company shall use its commercially reasonable efforts to (i) grant to the Collateral Agent a security interest in the opinion Equity Interests of any newly formed or after-acquired joint venture (or a holding company parent thereof) owned directly by the Company or a Subsidiary Guarantor if the amount recorded by the Company or such Subsidiary Guarantor as its investment in such joint venture exceeds US$50,000,000 and (ii) in the case of any domestic JV Subsidiary (other than an Excluded Subsidiary) to cause such JV Subsidiary to become a Subsidiary Guarantor (in each case, it being understood that such efforts shall not require any economic or other significant concession or result in any material adverse tax consequences with respect the terms or structure of such joint venture arrangements).
(d) Subject to Section 5.7(i), at the request of the Administrative Agent, desirable to perfect the Company shall, within ten days of the Administrative Agent’s security interest therein. Notwithstanding the aboverequest, (i) no Capital Stock cause any Transparent Subsidiary that directly holds the Equity Interests of any 956 Subsidiary or holds Equity Interests of any other Transparent Subsidiary to (A) become a party to the Guarantee and Collateral Agreement, (B) take such actions as are necessary to grant to the Collateral Agent a valid and perfected security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Transparent Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent, and (C) enter into such pledge agreements, security agreements and/or similar instruments each in form and substance reasonably satisfactory to the Collateral Agent (including as to the governing law thereof) that are necessary to grant a valid and perfected security interest in all of its property, (ii) deliver to the Collateral Agent the certificates, if any, representing such Equity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of such Subsidiary, (iii) if requested by the Administrative Agent, deliver to the Collateral Agent legal opinions relating to the matters described above, which is Excluded Property opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent, and (iv) take such other actions as may be required to cause the Collateral and Guarantee Requirement to be pledged satisfied with respect to such Subsidiary.
(e) Within 30 days after the occurrence thereof, the Company will notify the Collateral Agent of any change to the name, jurisdiction of incorporation or formation or legal form of the Company or any Subsidiary Guarantor.
(f) The Company shall, and shall cause each Group Member to, from time to time execute and deliver, or cause to be executed and delivered, such additional instruments, certificates or documents, and take such actions, as the Administrative Agent or the Collateral Agent may reasonably request to cause the Collateral and Guarantee Requirement to be and remain satisfied at all times or otherwise for the purposes of implementing or effectuating the provisions of this Agreement and the other Credit Documents, or of more fully perfecting (or maintaining perfection) or renewing the rights of the Collateral Agent with respect to the Collateral (or with respect to any additions thereto or replacements or proceeds thereof or with respect to any other property or assets hereafter acquired by any Group Member which may be deemed to be part of the Collateral) pursuant hereto or thereto. Upon the exercise by the Collateral Agent of any power, right, privilege or remedy pursuant to this Agreement or the other Credit Documents which requires any consent, approval, recording, qualification or authorization of any Governmental Authority, the Company will execute and deliver, or will cause the execution and delivery of, all applications, certifications, instruments and other documents and papers that the Administrative Agent or the Collateral Agent may be required to obtain from the Company or any Group Member in order to obtain such governmental consent, approval, recording, qualification or authorization.
(g) By June 30 of each year, commencing June 30, 2012 (and promptly upon consummation of any Material Acquisition), the Company shall deliver to the Collateral Agent, in addition to the updated Intellectual Property information required pursuant to Section 4.3(b) of the Guarantee and Collateral Agreement, a supplement to Schedule 1.1G (i) setting forth any trademark Registered in the United States by the Company or any of its Subsidiaries that is, in the good faith determination of the Company, material to the business of the Company and its Subsidiaries, taken as a whole, that has not previously been disclosed to the Administrative Agent on Schedule 1.1G (or any update thereto previously provided hereunder) or (ii) removing any trademark Registered in the United States by the Company or any of its Subsidiaries that is no longer, in the good faith determination of the Company, material to the business of the Company and its Subsidiaries, taken as a whole; provided that no Principal Trade Name identified on Schedule 1.1G on the Closing Date may be removed from such Schedule. Each year after delivery of the updated Intellectual Property information required pursuant to Section 4.3(b) of the Guarantee and Collateral Agreement, upon written request of the Collateral Agent, the Company shall take such steps as the Collateral Agent may reasonably request in order to (A) perfect, for Intellectual Property of the Credit Parties Registered in the United States, and (iiB) file, for Key Foreign Trademarks and Key Foreign Patents in their respective jurisdictions, in the case of each of the foregoing clauses (A) and (B) the security interests granted in such Collateral in accordance with the provisions of the Guarantee and Collateral Agreement.
(h) Upon the acquisition by the Company or any other Credit Party of Material Real Estate Asset after the Closing Date, the Company shall cause the Collateral and Guarantee Requirement to be satisfied in respect of such Material Real Estate Asset.
(i) Notwithstanding anything to the contrary herein, (i) in no Loan Party will case shall a Person be required to take any action in any non-U.S. jurisdiction to create any grant a security interest in assets located or titled outside any stock of a 956 Subsidiary (other than 100% of the U.S. non-Voting Equity Interests (if any) and 65% of the Voting Equity Interests of a first tier 956 Subsidiary), (ii) in no case shall more than 65% of the Voting Equity Interests of any 956 Subsidiary be directly or indirectly pledged, in each case to perfect secure Obligations of the Company or any Domestic Subsidiary if such grant of a security interest or pledge would result in deemed dividends to the Company or its owners pursuant to Section 956 of the Code and (iii) in no case shall a Transparent Subsidiary be required to guarantee any Obligations under any of the Credit Documents (it being understood that a Transparent Subsidiary may be required to grant a security interest in certain of its assets, including certain Equity Interests in a 956 Subsidiary held by it, to the extent provided under other provisions of the Credit Documents, insofar as they are not inconsistent with the first two clauses of this Section 5.7(i)).
(j) To the extent not delivered on the Closing Date, within 180 days after the Closing Date (or such later date as shall be reasonably acceptable to the Administrative Agent), the Company shall deliver or cause to be delivered to the Collateral Agent (i) a Mortgage with respect to each Mortgaged Property owned by the Company or a Subsidiary Guarantor as of the Closing Date, each executed and delivered by the owner of the Mortgaged Property covered thereby, (ii) for each such Mortgage, a lenders’ title insurance policy issued by a title company selected by the Company insuring the Collateral Agent’s interest in such Mortgaged Property and reasonably satisfactory to the Administrative Agent, and (iii) for each such Mortgage, an opinion of local counsel with respect to the enforceability of such Mortgage under the applicable local law, reasonably satisfactory to the Administrative Agent and the Collateral Agent (collectively, the “Real Estate Deliverables”). If any Real Estate Deliverable is not received and satisfied within such 180-day period, the Borrowing Base will be reduced by the Eligible Value of the Eligible P&E or Eligible Real Estate for which such Real Estate Deliverable is outstanding.
(k) Within 90 days (or, in the case of (i) the items identified in clause (f) of the definition of Collateral and Guarantee Requirement, 180 days, or (ii) the items identified in clause (d) of the definition of Collateral and Guarantee Requirement, 30 days) after the Closing Date (or such later date as shall be reasonably acceptable to the Administrative Agent), the Company shall deliver or cause to be delivered to the Collateral Agent each of the items described on Schedule 5.7(k) (collectively the “Post-Closing Deliverables”). If any Post-Closing Deliverable with respect to the Equity Interests in any Foreign Pledgee is not received and satisfied within such 90-day period, the Borrowing Base will be reduced by the Eligible Value of the Equity Interests in any Foreign Pledgee for which such Post-Closing Deliverable is outstanding.
(l) The Company shall use commercially reasonable efforts to cause the definitive loan documentation for any Permitted DOE Facility to permit the Obligations to be secured on a second lien basis by the DOE Assets securing such Permitted DOE Facility. To the extent the Obligations may be secured by security interests in such assetsDOE Assets, the Company shall, and shall cause the Subsidiary Guarantors to, promptly enter into such amendments to the Credit Documents or additional Credit Documents as the Administrative Agent may reasonably request, to implement such security interests, together with an intercreditor agreement with respect to such DOE Assets as contemplated by Section 9.25(b).
Appears in 2 contracts
Samples: Credit Agreement (Chrysler Group LLC), Credit Agreement (Chrysler Group LLC)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded PropertyAssets) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 90 days (and, in any event, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (subject to Permitted Liens) in such property, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) Subject to the last sentence of this paragraph, with respect to any interest in any Material Property either (i) owned at the Closing Date by any Loan Party or (ii) acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (36) of the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) of the Closing Date or the acquisition of such Material Property, as applicable, (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such interest in real property, (ii) if requested by the Administrative Agent, provide the Lenders with a Title Policy as well as a current ALTA survey thereof (or an existing ALTA survey (accompanied if necessary by a “no-change” affidavit and/or other documents)) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy, together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the enforceability, due authorization, execution and delivery of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, (iv) if requested by the Administrative Agent, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Borrower), (v) if requested by the Administrative Agent, with respect to any portion of any improvements on any such property located in a special flood hazard area, provide a copy of, or a certificate as to coverage and a declaration page relating to, the insurance policies required by Section 5.5, each of which (a) shall be endorsed or otherwise amended to include a lender’s loss payable endorsement, (b) shall identify the address of each property located in a special flood hazard area, (c) shall indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto, (d) the Borrower shall use commercially reasonable efforts to provide that the insurer will give the Administrative Agent 45 days written notice of cancellation or non-renewal, and (e) shall be otherwise in form and substance satisfactory to the Administrative Agent and (vi) provide evidence reasonably satisfactory to the Administrative Agent of payment by the Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies and endorsements contemplated by clause (ii) above. Notwithstanding the foregoing, no Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) shall be required to provide a Mortgage with respect to any Excluded Assets.
(c) With respect to any new Guarantor created or acquired after the Closing Date by any Group Member (which, for the purposes of this Section 5.9(c), shall include any existing Group Member that ceases to be a Non-Guarantor Subsidiary), within 30 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement or other Security Documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such propertynew Guarantor that is owned by any Group Member (subject to Permitted Priority Liens), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Guarantor (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation reasonably requested by the Administrative Agent to become a Guarantor, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Security Agreement with respect to such new Guarantor, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent, and (c) to deliver to the Administrative Agent a certificate of such Guarantor, in form and substance substantially similar to those delivered pursuant to Section 4.1(e) and reasonably acceptable to the Administrative Agent with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(bd) With respect to any new Domestic Restricted Subsidiary which is directly owned by the Borrower or a Guarantor and is a CFC Holdco or a Foreign Subsidiary (in each case, other than an Excluded Immaterial Subsidiary) ), created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any eventParty, within sixty 30 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such new CFC Holdco or Foreign Subsidiary that is a CFC that is directly owned by any such Loan PartyParty (provided that in no event shall in excess of 65% of the total outstanding Voting Stock of any such CFC Holdco or Foreign Subsidiary that is a CFC be required to be so pledged), and (ii) to the extent such Subsidiary is a Wholly Owned Restricted Subsidiary, deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachmentsGroup Member.
(ce) With respect to any new Foreign Non-Guarantor Subsidiary (other than an Excluded Subsidiary) constituting a Restricted Subsidiary created or acquired after the Closing Date by any Loan Party, promptly Party (and, but excluding any Capital Stock which constitutes an Excluded Asset or that is described in any eventclause (d) above), within sixty 30 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (subject to Permitted Priority Liens) in the Capital Stock of such new Non-Guarantor Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Party, and (ii) to the extent such Subsidiary is a Wholly Owned Subsidiary, deliver to the Administrative Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, Group Member.
(f) Notwithstanding anything to the contrary in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, this Agreement (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) certificated equity interests in Wholly Owned Restricted Subsidiaries otherwise required to be pledged pursuant to the terms of any Loan Document and (y) each intercompany note and promissory note (if any) in an original principal amount in excess of $1,000,000 and required to be pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that, to the extent any deposit and securities accounts are under the control of the ABL Agent at any time pursuant to the terms of the ABL-Term Intercreditor Agreement, the ABL Agent shall act as agent and gratuitous bailee for the Administrative Agent for the purpose of perfecting the Administrative Agent’s Liens in such deposit and securities accounts.
Appears in 2 contracts
Samples: Credit Agreement (Mueller Water Products, Inc.), Term Loan Credit Agreement (Mueller Water Products, Inc.)
Additional Collateral, etc. Subject to the terms, provisions and limitations set forth in the Guarantee and Collateral Agreement:
(a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent[Reserved].
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Effective Date by any Loan Party Group Member (which, for the purposes of this paragraph (bSection 6.11(b), shall include any existing Subsidiary that ceases to be an Excluded SubsidiarySubsidiary and subject to the limitations set forth in paragraph (c) of this Section), (i) promptly deliver to the Administrative Agent, if applicable, the certificates representing such Capital Stock (andprovided that, for the avoidance doubt, in the case of the Capital Stock of any event, within sixty (60) days, provided that such time period may be extended Excluded Subsidiary to the extent pledged in the reasonable discretion favor of the Administrative Agent, no certificate(s) representing more than sixty-five percent (i65%) execute of the total outstanding voting Capital Stock of such Excluded Subsidiary shall be required to be delivered to the Administrative Agent), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member in accordance with (and within the time periods prescribed in) Section 3.3(g) and Section 5.6 of the Guarantee and Collateral Agreement, (ii) promptly cause such new Subsidiary to become a party to the Guarantee and Collateral Agreement and take any actions required thereby and (iii) if reasonably requested by the Administrative Agent, promptly deliver to the Administrative Agent such amendments legal opinions relating to the Security Agreement as matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent deems necessary Agent.
(c) With respect to any new Excluded Subsidiary owned directly by Holdings, the Borrower or advisable to grant any Subsidiary Guarantor created or acquired after the Effective Date by any Loan Party, promptly deliver to the Administrative Agent, for the benefit of the Lendersif applicable, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Group Member and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such any other actions necessary or advisable reasonably requested by Administrative Agent to grant to the Administrative Agent for a perfected first priority Lien in such Capital Stock to the benefit extent required under the Guarantee and Collateral Agreement (subject only to Liens permitted under Section 7.3); provided however, the Group Members will not (i) provide or cause any Excluded Subsidiary to provide a guaranty of the Lenders Obligations or cause any such Excluded Subsidiary to become party to this Agreement and the other Loan Documents as the Borrower, (ii) grant or cause any Excluded Subsidiary to grant a perfected security interest in any of its assets as Collateral for the Collateral described payment and performance of the Obligations, or (iii) grant a pledge and security interest in favor of the Security Agreement Lender with respect to such new any Capital Stock of any Excluded Subsidiary not owned directly by Borrower or any Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(cd) With respect to any new Foreign Subsidiary real property owned in fee having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created or at the time of acquisition thereof of at least $5,000,000 acquired after the Closing Effective Date by any Loan Party, promptly (and, in any event, within sixty ninety (6090) days, provided that days (or such longer time period as the Administrative Agent may be extended determine in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver a first priority mortgage (subject to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to Liens permitted by Section 7.3 other than Section 7.3(w)), in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest covering such real property, (ii) provide the Lenders with title and extended survey coverage insurance covering such real property in an amount equal to the Capital Stock purchase price of such new Subsidiary that is owned real property (or such other amount as shall be reasonably specified by any such Loan Party (provided that the Administrative Agent but in no event shall more than 65to exceed 110% of the total outstanding voting Capital Stock purchase price) as well as either a current ALTA survey thereof or any existing survey of any such new Subsidiary be required the real property that is acceptable to be so pledged)the title company issuing the title insurance policy to provide extended survey coverage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iiiii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockenforceability of the mortgage, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than ten (10) days prior to the date on which a mortgage is executed and delivered by pursuant to this Section 6.11, in order to comply with the Flood Laws, the Administrative Agent shall have received the following documents (collectively, the “Flood Documents”): (A) a duly authorized officer completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the relevant improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan PartyParty (“Loan Party Notice”) and (if applicable) notification to the applicable Loan Party that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) countersigned Loan Party Notice, and take such other action as may (D) if the Loan Party Notice is required to be necessary orgiven and, to the extent flood insurance is required by any applicable Requirement of Law and flood insurance is available in the community in which the property is located, evidence, in the opinion of form and substance reasonably satisfactory to the Administrative AgentAgent and each Lender, desirable to perfect of a flood insurance policy in compliance with the Administrative Agent’s security interest therein. Notwithstanding Flood Laws (including without limitation, in an amount required under the above, (i) Flood Laws); provided that no Capital Stock of any Subsidiary which is Excluded Property mortgage shall be required to be pledged as Collateralexecuted and delivered until all Lenders have confirmed that flood insurance due diligence and flood insurance compliance has been completed.
(e) Notwithstanding the foregoing, (i) Holdings and (ii) no Loan Party will its Subsidiaries shall not be required to take any action in any non-U.S. jurisdiction to create any grant or perfect Administrative Agent’s security interest in assets located any Collateral under any foreign law (ii) no landlord, sublessor or titled outside of the U.S. bailee waivers or to perfect similar consents nor mortgages on any security interests in such assetsleased real estate shall be required.
Appears in 2 contracts
Samples: Amendment and Restatement Agreement (DoubleVerify Holdings, Inc.), Amendment and Restatement Agreement (DoubleVerify Holdings, Inc.)
Additional Collateral, etc. (a) With respect to any property Specified Personal Property acquired after the Closing Date by the Borrower or any Loan Party Subsidiary Guarantor (other than (x) any property described in paragraph (b) or (c) below, (y) any property Property subject to a Lien expressly permitted by Section 7.3(f7.3(g) or 7.3(j), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertyProperty, subject to Permitted Liens, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Material Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b)paragraph, shall include any existing Material Subsidiary that ceases to be an Excluded Subsidiary and any existing Domestic Subsidiary that ceases to be an Immaterial Subsidiary), by the Borrower or any of the Subsidiary Guarantors, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) in the case of any Domestic Subsidiary, to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new SubsidiarySubsidiary (subject to Permitted Liens), including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent Agent, and (Cii) to if reasonably requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver legal opinions relating to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 2 contracts
Samples: Credit Agreement (Parker Drilling Co /De/), Credit Agreement (Parker Drilling Co /De/)
Additional Collateral, etc. (a) With respect to any property Property (other than Property to the extent expressly excluded from the Collateral pursuant to the Security Documents) located in the United States having a value, individually or in the aggregate of at least $10,000,000 acquired after the Closing Date by the Borrower and any Loan Party Subsidiary Guarantor (other than (x) any interests in real property and any Property described in paragraph (bc) or paragraph (cd) belowof this Section, (y) any property Property subject to a Lien expressly permitted by Section 7.3(f7.3(g), 7.3(k) or 7.3(aa) and (z) Excluded PropertyInstruments, Certificated Securities, Securities and Chattel Paper, which are referred to in the last sentence of this paragraph (a)) as to which the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties does not have a perfected Lien, promptly (and, in any event, within sixty (60i) days, provided that give notice of such time period may be extended in the reasonable discretion of Property to the Administrative Agent) (i) Agent and execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable requests to grant to the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a security interest in such property Property and (ii) take all actions reasonably necessary or advisable requested by the Administrative Agent to grant to the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a perfected first priority security interest (to the extent required by the Security Documents) in such Property (with respect to Property of a type owned by the Borrower or a Subsidiary Guarantor as of the Closing Date to the extent the Administrative Agent for the benefit of the Secured Parties, has a perfected security interest in such propertyProperty as of the Closing Date), including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. If any amount in excess of $10,000,000 payable under or in connection with any of the Collateral shall be or become evidenced by any Instrument, Certificated Security, Security or Chattel Paper (or, if more than $10,000,000 in the aggregate payable under or in connection with the Collateral shall become evidenced by Instruments, Certificated Securities, Securities or Chattel Paper), such Instrument, Certificated Security, Security or Chattel Paper shall be promptly delivered to the Administrative Agent indorsed in a manner reasonably satisfactory to the Administrative Agent to be held as Collateral pursuant to this Agreement.
(b) With respect to any fee interest in any real property located in the United States having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by the Borrower or a Subsidiary Guarantor (other than any such real property subject to a Lien expressly permitted by Section 7.3(g), 7.3(k) or 7.3(aa)), (i) give notice of such acquisition to the Administrative Agent and, if requested by the Administrative Agent execute and deliver a first priority Mortgage (subject to Liens Permitted by Section 7.3) in favor of the Administrative Agent for the benefit of the Secured Parties, covering such real property (provided that no Mortgage nor survey shall be obtained if the Administrative Agent determines in consultation with the Borrower that the costs of obtaining such Mortgage or survey are excessive in relation to the value of the security to be afforded thereby), (ii) if reasonably requested by the Administrative Agent (A) provide the Lenders with a lenders’ title insurance policy with extended coverage covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate unless the title insurance policy referred to above shall not contain an exception for any matter shown by a survey (except to the extent an existing survey has been provided and specifically incorporated into such title insurance policy), each in form and substance reasonably satisfactory to the Administrative Agent, and (B) use commercially reasonable efforts to obtain any consents or estoppels reasonably deemed necessary by the Administrative Agent, in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (iii) provide to the Administrative Agent evidence of flood hazard insurance if any portion of the improvements on the owned property is currently or at any time in the future identified by the Federal Emergency Management Agency as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968 (and any amendment or successor act thereto) or otherwise being designated as a “special flood hazard area or part of a 100 year flood zone”, in an amount equal to 100% of the full replacement cost of the improvements; provided, however, that a portion of such flood hazard insurance may be obtained under the National Flood Insurance Act of 1968, the Flood Disaster Protection Act of 1973 or the National Flood Insurance Reform Act of 1994, as each may be amended and (iv) if requested by the Administrative Agent deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) Except as otherwise contemplated by Section 7.7(p), with respect to any new Domestic Subsidiary that is a Material Subsidiary (other than and is not an Excluded Unrestricted Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b)paragraph, shall include (x) any existing previously non-wholly owned Domestic Subsidiary that ceases to be becomes wholly owned and is a Material Subsidiary (and is not an Excluded Unrestricted Subsidiary)) and (y) any Domestic Subsidiary that was previously an Immaterial Subsidiary or an Unrestricted Subsidiary and becomes a Material Subsidiary (and is not an Unrestricted Subsidiary) or a Restricted Subsidiary, as applicable) by the Borrower or any Restricted Subsidiary, promptly (i) give notice of such acquisition or creation to the Administrative Agent and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of if requested by the Administrative Agent) (i) , execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, Agent for the benefit of the Lenders, Secured Parties a perfected first priority security interest (to the extent required by the Security Documents) in the Capital Stock of such new Subsidiary that is owned by any such Loan Party, (ii) except to the extent they are the subject of a Lien securing Indebtedness permitted under Section 7.2(u), deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant such Loan Party, and (iii) if such new Subsidiary is a wholly owned Domestic Subsidiary (and is not an Unrestricted Subsidiary or an Immaterial Subsidiary), cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected security interest (to the extent required by the Security Documents) in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new SubsidiarySubsidiary (to the extent the Administrative Agent, including for the benefit of the Secured Parties, has a perfected first priority security interest in the same type of Collateral as of the Closing Date), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent Agent. Notwithstanding the foregoing, if substantially all of the assets of any new Domestic Subsidiary that is a Material Subsidiary (and (Cis not an Unrestricted Subsidiary) consist of stock of one or more Foreign Subsidiaries, such new Domestic Subsidiary will be treated as a Foreign Subsidiary subject to deliver Section 6.8(d) hereof instead of this Section 6.8(c), and, for the avoidance of doubt, any first tier Foreign Subsidiaries owned directly by such Domestic Subsidiary shall be subject to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachmentsSection 6.8(d) hereof.
(cd) With Except as otherwise contemplated by Section 7.7(p), with respect to any new first tier Foreign Subsidiary that is a Material Subsidiary (other than and is not an Excluded Unrestricted Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph, shall include any first-tier Foreign Subsidiary that previously was an Immaterial Subsidiary or an Unrestricted Subsidiary and becomes a Material Subsidiary or a Restricted Subsidiary, as applicable) by the Borrower or any Loan PartyRestricted Subsidiary, promptly (i) give notice of such acquisition or creation to the Administrative Agent and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of if requested by the Administrative Agent) (i) , execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or reasonably advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (to the extent required by the Security Documents) in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Foreign Subsidiary be required to be so pledged), and (ii) except to the extent they are the subject of a Lien securing Indebtedness permitted under Section 7.2(u), to the extent permitted by applicable law, deliver to the Administrative Agent the certificates certificates, if any, representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant such Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable necessary to perfect or ensure appropriate priority the Lien of the Administrative Agent’s security interest therein. Agent thereon.
(e) Notwithstanding anything in this Section 6.8 to the abovecontrary, (i) no Capital Stock neither the Borrower nor any of any Subsidiary which is Excluded Property its Restricted Subsidiaries shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action actions in any non-U.S. jurisdiction order to create any perfect the security interest in assets located or titled outside granted to the Administrative Agent for the ratable benefit of the U.S. or to perfect Secured Parties under the laws of any security interests in such assetsjurisdiction outside the United States.
Appears in 2 contracts
Samples: Credit Agreement (Allison Transmission Holdings Inc), Credit Agreement (Allison Transmission Holdings Inc)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired on or after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the ratable benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) 60 days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Guarantee and Collateral Agreement, or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement Guarantee and Collateral Agreement, or by law or as may be requested by the Administrative Agent.
(b) With respect to each Target that is a Material Subsidiary and any new Domestic direct or indirect Material Subsidiary (other than an Excluded Subsidiary) of the Borrower created or acquired on or after the Closing Date by (including any Loan Party (which, for the purposes of this paragraph (bsuch Material Subsidiary acquired pursuant to a Permitted Acquisition), shall include within 60 days after any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and Borrower qualifies as a Material Subsidiary, deliver to the Administrative Agent such amendments (i) a Joinder Agreement, (ii) a joinder to the Security Agreement Guarantee and Collateral Agreement, (iii) such documents and instruments as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such Target or new Material Subsidiary (provided that in no event shall more than 66% of the total outstanding voting Equity Interests of any Target or new Material Subsidiary that is owned by any Loan Partyan Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant applicable Loan Party, Party and (iiiiv) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if requested by the Administrative Agent and (C) to Agent, deliver to the Administrative Agent a certificate legal opinions addressing such matters as the Administrative Agent may reasonably specify, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, any Subsidiary created for the purpose of consummating an acquisition and that the Borrower plans to merge out of existence in connection with such acquisition shall not be required to comply with the foregoing clause (b) provided that such Subsidiary is actually merged out of existence in connection with such acquisition. Notwithstanding anything to the contrary in any Loan Document, no Immaterial Subsidiary, substantially unless such Immaterial Subsidiary has been designated as a “Material Subsidiary” in accordance with the form definition of Exhibit KMaterial Subsidiary set forth in Section 1.1, with appropriate insertions and attachmentsor Excluded Foreign Subsidiary shall be required to be a Loan Party.
(c) With respect to any new First Tier Foreign Subsidiary (other than an Excluded Subsidiary) or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired on or after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock Equity Interests of any such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is an Excluded Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent for any Foreign Subsidiaries that contribute more than $1,500,000 in revenue) as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) Each Loan Party shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any other location where in excess of $2,500,000 of Collateral is stored or located, in each case, if requested by the Administrative Agent, which agreement or letter, in any such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.
(e) Not later than 120 days (or such longer period as the Administrative Agent may agree in writing in its discretion) after (i) any Material Real Property is acquired by a Loan Party on or after the Closing Date or (ii) an entity becomes a Loan Party if such entity owns Material Real Property at the time it becomes a Loan Party, cause such Material Real Property to be subject to a Lien and Mortgage in favor of the Administrative Agent for the benefit of the Secured Parties and take, or cause the relevant Loan Party to take, such actions as shall be necessary or reasonably requested by the Administrative Agent to grant and perfect or record such Lien, in each case to the extent required by, and subject to the limitations and exceptions of, the Loan Documents and to otherwise comply with the requirements of the Loan Documents. Notwithstanding anything to the contrary contained in this Section 6.11(e), prior to the execution of any Mortgage for any such Material Real Property, (x) the Borrower shall deliver to the Administrative Agent advance notice of the address of any such Material Real Property and (y) the Administrative Agent shall provide the Lenders with at least 30 days’ prior written notice of the address of such Material Real Property (it being understood that the Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into the accuracy of any such address, nor shall the Administrative Agent be responsible or liable to the Lenders for any failure to provide any such notice). Notwithstanding the aboveforegoing, the Administrative Agent shall not enter into any Mortgage in respect of any real property acquired by any Loan Party on or after the Closing Date until the date that occurs thirty (30) days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) no Capital Stock a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the Borrower (or applicable Loan Party) of any Subsidiary which that fact and (if applicable) notification to the Borrower that flood insurance coverage is Excluded Property shall be not available and (B) evidence of the receipt by the Borrower of such notice; and (iii) if such notice is required to be pledged as Collateralprovided to the Borrower and flood insurance is available in the community in which such real property is located, and (ii) no Loan Party will be evidence of required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsflood insurance.
Appears in 2 contracts
Samples: Credit Agreement (Digi International Inc), Credit Agreement (Digi International Inc)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party Group Member (other than (x) real property, (y) any property described in paragraph (b) or (c) below, and (yz) any property subject to a Lien expressly permitted by Section 7.3(f6.2(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, other than Excluded Property as defined in the Guarantee and Collateral Agreement and subject to Liens expressly permitted by Section 6.2, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Group Member that is or becomes a Wholly Owned Subsidiary that ceases to be an Excluded Subsidiary)thereof, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, other than Excluded Property as defined in the Guarantee and Collateral Agreement, with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new first-tier Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan PartyGroup Member (other than any such new Subsidiary designated as an Unrestricted Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party Group Member (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be reasonably necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no Loan Party will if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 2 contracts
Samples: Revolving Facility Credit Agreement (Fender Musical Instruments Corp), Revolving Facility Credit Agreement (Fender Musical Instruments Corp)
Additional Collateral, etc. (a) With respect Subject to any property acquired after the Closing Date by any Loan Party clause (other than (x) any property described in paragraph (b) or (cd) below, upon the formation or the Permitted Acquisition of any new direct or indirect Subsidiary (y) excluding any property subject to a Lien expressly permitted Excluded Domestic Subsidiary, Excluded Foreign Subsidiary, or any Subsidiary that is held directly or indirectly by Section 7.3(fan Excluded Foreign Subsidiary), and (zor upon the occurrence of any Excluded Domestic Subsidiary acquired as an Investment under Section 7.7(k) Excluded Property) as becoming or required to which be included in the Administrative Agent, definition of “Material Subsidiary” in order for the benefit of Borrower to comply with such definition, the LendersBorrower shall, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in at the reasonable discretion of the Administrative Agent) Borrower’s expense:
(i) on or before the date on which the Compliance Certificate in the immediately succeeding fiscal quarter is due (the “Compliance Certificate Delivery Date”) (but within 15 days after such formation or acquisition if an Event of Default exists), cause such Subsidiary to duly execute and deliver to the Administrative Agent such amendments (with a copy to counsel to the Security Administrative Agent) a supplement to the Guarantee Agreement or such other documents as the Limited Guarantee Agreement (or if required by the Administrative Agent deems Agent, to execute and deliver a limited guarantee agreement in form substantially similar to the Limited Guarantee Agreement or otherwise reasonably necessary or advisable acceptable to grant the Administrative Agent), as applicable, in form and substance reasonably satisfactory to the Administrative Agent, for guaranteeing the benefit of other Loan Parties’ obligations under the Lenders, a security interest in such property and Loan Documents,
(ii) take all actions on or before the Compliance Certificate Delivery Date (but within 15 days after such formation or acquisition if an Event of Default exists), furnish to the Administrative Agent a description of the real and personal properties of such Subsidiary, in detail reasonably satisfactory to the Administrative Agent,
(iii) on or before the Compliance Certificate Delivery Date (but within 15 days after such formation or acquisition if an Event of Default exists), cause such Subsidiary to duly execute and deliver to the Administrative Agent (with a copy to counsel to the Administrative Agent) deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Pledge and Security Agreement and, to the extent necessary or advisable in the Administrative Agent’s reasonable opinion, other Security Documents, as reasonably requested by and in form and substance reasonably satisfactory to grant the Administrative Agent (including delivery of all Pledged Stock in and of such Subsidiary and 65% of all Pledged Stock of any such Excluded Foreign Subsidiary), securing payment of all the obligations of the other Loan Parties and of such Subsidiary or such parent, as the case may be, under the Loan Documents and constituting Liens on all such real and personal properties; provided however that (1) the execution, delivery and recordation of deeds of trust, mortgages and similar documents granting a lien on real property interests and (2) the execution and delivery of landlord waivers and access agreements shall, in each case, be required only after the occurrence and during the continuance of an Event of Default;
(iv) on or before the Compliance Certificate Delivery Date (but within 15 days after such formation or acquisition if an Event of Default exists), cause such Subsidiary (A) if it is not a corporation, to deliver an officer’s certificate certifying as to its organizational documents in form and substance reasonably satisfactory to the Administrative Agent, for the benefit of the Lendersand (B) (if it has not already done so) to take whatever action (including, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as statements, the giving of notices, the endorsement of notices on title documents, and after the occurrence and during of an Event of Default, the recording of mortgages) may be required necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on the properties purported to be subject to the deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to Pledge and Security Agreement and Security Documents delivered pursuant to this Section 6.8, enforceable against all third parties in accordance with their terms,
(v) within 60 days after the reasonable request of the Administrative Agent, deliver to the Administrative Agent a signed copy of a favorable opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (i), (iii) and (iv) above, and as to such other matters as the Administrative Agent may reasonably request, and
(vi) as promptly as practicable after such formation or acquisition, deliver, upon the reasonable request of the Administrative Agent after the occurrence and continuance of an Event of Default, to the Administrative Agent with respect to each parcel of real property owned or held by the Security Agreement entity that is the subject of such formation or by law acquisition title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or as may any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be requested by delivered to the Administrative Agent.
(b) With respect Subject to clause (d) below, upon the acquisition of any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date property by any Loan Party (whichParty, for the purposes of this paragraph (b)if such property, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion judgment of the Administrative Agent) (i) execute and deliver , shall not already be subject to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock favor of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in Secured Parties, then the Collateral described in Borrower shall, at the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by Borrower’s expense and upon the Administrative Agent and Agent’s request:
(Ci) to deliver on or before the Compliance Certificate Delivery Date (but within 15 days after such acquisition if an Event of Default exists), furnish to the Administrative Agent a certificate description of such Subsidiary, substantially the property so acquired in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect detail reasonably satisfactory to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent,
(ii) on or before the Compliance Certificate Delivery Date (i) but within 15 days after such acquisition if an Event of Default exists), cause the applicable Loan Party to duly execute and deliver to the Administrative Agent such amendments deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Pledge and Security Agreement as and, to the Administrative Agent deems extent necessary or advisable to grant in the Administrative Agent’s reasonable opinion, other Security Documents, as reasonably requested by and in form and substance reasonably satisfactory to the Administrative Agent, securing payment of all the Obligations of the applicable Loan Party under the Loan Documents and constituting Liens on all such properties; provided however that (1) the execution, delivery and recordation of deeds of trust, mortgages and similar documents granting a lien on real property interests and (2) the execution and delivery of landlord waivers and access agreements shall, in each case, be required only upon the request of the Administrative Agent after the occurrence and during the continuance of an Event of Default,
(iii) on or before the Compliance Certificate Delivery Date (but within 15 days after such acquisition if an Event of Default exists), cause the applicable Loan Party to take whatever action (including the filing of UCC financing statements, the giving of notices, the endorsement of notices on title documents, and after the occurrence and during of an Event of Default, the recording of mortgages) may be necessary or advisable in the reasonable opinion of the Administrative Agent to vest in the Administrative Agent (or in any representative of the Administrative Agent designated by it) valid and subsisting Liens on such property, enforceable against all third parties,
(iv) within 60 days after the reasonable request of the Administrative Agent, deliver to the Administrative Agent a signed copy of a favorable opinion, addressed to the Administrative Agent and the Lenders, of counsel for the Loan Parties reasonably acceptable to the Administrative Agent as to the matters contained in clauses (ii) and (iii) above and as to such other matters as the Administrative Agent may reasonably request, and
(v) as promptly as practicable after any acquisition of a material fee or material leasehold interest in real property, deliver, upon the reasonable request of the Administrative Agent after the occurrence and continuance of an Event of Default, to the Administrative Agent with respect to such real property title reports, surveys and engineering, soils and other reports, and environmental assessment reports, each in scope, form and substance reasonably satisfactory to the Administrative Agent, provided, however, that to the extent that any Loan Party or any of its Subsidiaries shall have otherwise received any of the foregoing items with respect to such real property, such items shall, promptly after the receipt thereof, be delivered to the Administrative Agent,
(c) At any time upon reasonable request of the Administrative Agent, promptly execute and deliver any and all further instruments and documents and take all such other action as the Administrative Agent may reasonably deem necessary or desirable in obtaining the full benefits of, or (as applicable) in perfecting and preserving the Liens of, such guaranties, deeds of trust, trust deeds, deeds to secure debt, mortgages, supplements to the Pledge and Security Agreement and other security and pledge agreements.
(d) Notwithstanding anything herein or in any other Loan Document to the contrary, neither the Borrower nor any of its Subsidiaries shall at any time prior to the occurrence and the continuance of an Event of Default be required to grant or perfect a security interest in favor of the Administrative Agent for the benefit of the Lenders, a perfected security interest Secured Parties in (i) Excluded Property (as such term is defined in the Capital Stock Security Agreement), (ii) fee interests in any real property with a fair market value not in excess of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)$2,500,000, and (iiiii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security leasehold interests in such assetsreal property with a fair market value not in excess of $5,000,000 individually.
Appears in 2 contracts
Samples: Credit Agreement (National Financial Partners Corp), Credit Agreement (National Financial Partners Corp)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c), (d) or (ce) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement ten Business Days or such other documents later date as the Administrative Agent deems reasonably may agree in its sole discretion) take all actions necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $20,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than five (5) Business Days prior to the date on which a Mortgage is executed and delivered by a duly authorized officer of pursuant to this Section 6.12, in order to comply with the relevant Loan PartyFlood Laws, and the Administrative Agent (iiifor delivery to each Lender) cause such new Subsidiary shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”) and such other documents as any Lender may reasonably request to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelycomplete its flood due diligence, (B) if the improvement(s) to take the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such actions necessary Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or advisable overnight delivery), and (D) if the Loan Party Notice is required to grant be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent for the benefit and each Lender (any of the Lenders a perfected security interest in foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the Collateral described in contrary, no Mortgage will be executed and delivered until each Lender has confirmed to the Security Agreement Administrative Agent that such Lender has satisfactorily completed its flood insurance due diligence and compliance requirements. Each of the parties hereto acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Revolving Commitments (including the provision of any Increase or any other incremental credit facilities hereunder, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned upon): (A) the prior delivery of all applicable Flood Documents with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions Mortgaged Properties as may be required by the Security Agreement or Flood Laws and as otherwise reasonably required by law or as may be requested by the Lenders and (B) the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided having received written confirmation from each Lenders that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lender has satisfactorily completed its flood insurance due diligence and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetscompliance requirements.
Appears in 2 contracts
Samples: Credit Agreement (CrowdStrike Holdings, Inc.), Credit Agreement (CrowdStrike Holdings, Inc.)
Additional Collateral, etc. (a) With respect Subject to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended applicable limitations set forth in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Documents, cause each direct or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic indirect Subsidiary (other than an any Excluded Subsidiary) created formed or otherwise purchased or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bincluding pursuant to a Permitted Acquisition), shall include any existing and each other Subsidiary that ceases to be constitute an Excluded Subsidiary), promptly (and, in any event, within sixty 60 days from the date of such formation, acquisition or cessation, as applicable (60) days, provided that or such time longer period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable may agree in its reasonable discretion), and the Borrower may at its option cause any other Subsidiary, to execute a supplement to the Guarantee and Collateral Agreement and any other applicable Security Document, as applicable, in order to become a Guarantor under the Guarantee and a grantor under such Security Documents and take all other action reasonably requested by the Administrative Agent to grant a perfected security interest in its assets to substantially the same extent as created and perfected by the Loan Parties on the Closing Date and pursuant to Section 6.10(a) in the case of such Loan Parties. Neither the Borrower nor any Restricted Subsidiary shall be required to take any action outside the United States to perfect any security interest in the Collateral (including the execution of any agreement, document or other instrument governed by the law of any jurisdiction other than the United States or any state or political subdivision thereof or the District of Columbia).
(b) Subject to Section 5.1(l) and (m) and any applicable limitations set forth in the Security Documents and other than (x) when in the reasonable determination of the Administrative Agent and the Borrower (as agreed to in writing), the cost or other consequences of doing so would be excessive in view of the benefits to be obtained by the Lenders therefrom or (y) to the extent doing so would result in material adverse tax consequences as reasonably determined by the Borrower in consultation with the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the cause (i) all certificates representing Capital Stock of such new any Restricted Subsidiary that is owned (other than any Excluded Stock) held directly by the Borrower or any other Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, all evidences of Indebtedness in blank, executed and delivered by a duly authorized officer excess of the relevant Loan Party$2,500,000, and (iii) cause such new any promissory notes executed after the Closing Date evidencing Indebtedness in excess of $2,500,000 of the Borrower or any Subsidiary (A) to become a party that is owing to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a PledgorBorrower or any other Loan Party, respectivelyin each case, (B) to take such actions necessary or advisable to grant be delivered to the Administrative Agent as security for the benefit Obligations accompanied by undated instruments of transfer executed in blank pursuant to the terms of the Lenders a perfected security interest in Security Documents. Notwithstanding the Collateral described in foregoing any promissory note among the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may Borrower and/or its Subsidiaries need not be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver delivered to the Administrative Agent so long as a certificate of global intercompany note superseding such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant promissory note has been delivered to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the ratable benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any eventevent within five (5) Business Days, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and in any event within forty-five (45) days (or such longer period as the Administrative Agent may agree in its sole discretion) of such request), to the extent requested by the Administrative Agent, (i) execute and deliver a first priority (except for any Liens permitted by Section 7.3(g)) Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent, not to exceed the fair market value of the real property) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed reasonably necessary by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with the foregoing, no later than three (3) Business Days prior to the date on which a Mortgage is executed and delivered pursuant to this Section 6.12, in order to comply with the Flood Laws, the Administrative Agent shall have 74 received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (“Loan Party Notice”) and (if applicable) notification to the applicable Loan Party that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of the Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Loan Party Notice is required to be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance reasonably satisfactory to the Administrative Agent (any of the foregoing being “Evidence of Flood Insurance”).
(c) With respect to any new Domestic direct or indirect Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases including pursuant to be an Excluded Subsidiarya Permitted Acquisition), promptly (and, and in any event, event within sixty ten (6010) days, provided that such time period may be extended in the reasonable discretion of the Administrative AgentBusiness Days) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in a form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, and in any event, event within sixty ten (6010) days, provided that such time period may be extended in the reasonable discretion of the Administrative AgentBusiness Days) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) Each Loan Party will be required shall use commercially reasonable efforts to take obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location, from the lessor of each data center of the Loan Parties, and from the lessor of or the bailee related to any action other location where in excess of $100,000 of Collateral is stored or located, which agreement or letter, in any non-U.S. jurisdiction such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to create the Administrative Agent. After the Closing Date, no Collateral having a book value in excess of $100,000 shall be stored at any security interest in assets located or titled outside new location without the prior written consent of the U.S. Administrative Agent or unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to perfect such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any security interests in such assetsCollateral is or may be located.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property new Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agentwhich, for the benefit purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), by the Lenders, does not have a perfected LienBorrower or any of its Subsidiaries, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Guarantee and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, and as the case may be, (iii) cause such new Subsidiary (other than any such Subsidiary which is a Permitted Joint Venture Entity or is a party to a receivables facility permitted under this Agreement) (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent Agent, and (Civ) to if reasonably requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiarylegal opinions relating to the matters described above, substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent.
(cb) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower or any Loan Partyof its Subsidiaries (other than any Excluded Foreign Subsidiaries), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any such Loan Party of its Subsidiaries (other than any Excluded Foreign Subsidiaries), (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as CollateralAgent thereon, and (iiiii) no Loan Party will if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Perkinelmer Inc)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the ratable benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty five (605) days, Business Days (provided that with the consent of the Administrative Agent such period of time period may be extended to within ten (10) Business Days)) subject to the limitations in the reasonable discretion of the Administrative Agent) Guarantee and Collateral Agreement (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $2,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly, to the extent requested by the Administrative Agent, (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent a legal opinion relating to the enforceability of such Mortgage, which opinion, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Domestic direct or indirect Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bSection 6.12(b), shall include any existing Subsidiary that ceases to be an Excluded SubsidiaryForeign Subsidiary and subject to the limitations set forth in paragraph (d) of this Section), including pursuant to a Permitted Acquisition, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in a form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new first-tier Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new first-tier Excluded Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65662/3% of the total combined voting power of the outstanding voting Capital Stock of any such new first-tier Excluded Foreign Subsidiary be required to be so pledged), and (ii) if such Capital Stock is evidenced by security certificates, deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) Each Loan Party will be required shall use commercially reasonable efforts within ninety (90) days of the Closing Date to take obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any action other location listed on Schedule 6.12(e), which agreement or letter, in any non-U.S. jurisdiction such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to create the Administrative Agent. After the Closing Date, no real property or warehouse space shall be leased by any security interest Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date where Collateral in assets excess of Five Hundred Thousand Dollars ($500,000) at any one location or more than One Million Dollars ($1,000,000) in the aggregate at all such locations is stored or located or titled outside without the prior written consent of the U.S. Administrative Agent or unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to perfect such location. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any security interests in such assetsCollateral is or may be located.
Appears in 1 contract
Samples: Credit Agreement (Telecommunication Systems Inc /Fa/)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A), (8), (9), (12), (16), (17), (18), (27), (30), (36) and (z39) Excluded Propertyof the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly first priority Lien (and, in any event, within sixty (60) days, provided that such time period may be extended in to the reasonable discretion extent so required by the terms of the Security Agreement) within 90 days (or such longer period as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the relevant Security Agreement Document or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Liens) in such property, including the filing of Uniform Commercial Code financing statements (or equivalent filings in jurisdictions outside of United States) in such jurisdictions as may be required by any Security Document or by applicable law or as may reasonably be requested by the Administrative Agent.
(b) With respect to any interest in any Material Property acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (39) of the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the Closing Date or date of acquisition, as applicable, (A) execute and deliver a first priority Mortgage (subject to Permitted Liens), in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such interest in real property (provided, that to the extent any property to be subject to a Mortgage is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar recording fees or taxes, the relevant Mortgage shall not secure (i) an amount in excess of the Fair Market Value of such property subject thereto unless such jurisdiction imposes a cap on such taxes or fees such that any secured amounts in excess of the Fair Market Value of such property do not result in additional taxes or fees or (ii) Obligations in respect of Letters of Credit or the Revolving Facility in those states that impose such a tax on paydowns or re-advances applicable thereto), (B) if requested by the Administrative Agent, provide the Lenders with a Title Policy in an amount not to exceed the Fair Market Value of the real property covered thereby, as well as a current ALTA survey thereof (or an existing ALTA survey, ExpressMap or other similar documentation if available (accompanied if reasonably required by the title company issuing the applicable Title Policy by a “no-change” affidavit and/or other documents) sufficient to remove the general survey exception from the Title Policy and to obtain survey coverage in such Title Policy), together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent, (C) if requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions from counsel in the jurisdictions in which the real property covered by the Mortgage is located relating to the enforceability of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent; and (D) provide evidence reasonably satisfactory to the Administrative Agent of payment by the Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies and endorsements contemplated by this clause (b).
(c) With respect to any Restricted Subsidiary that is not an Excluded Subsidiary created or acquired after the Closing Date by any Group Member (which, for the purposes of this Section 6.9(c), shall include any existing Group Member that ceases to be an Excluded Subsidiary) within 90 days after the date of such creation or acquisition (or such longer period as the Administrative Agent shall reasonably agree), (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such Restricted Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and (iii) cause such Restricted Subsidiary (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor and (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Security Agreement with respect to such Restricted Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (Cc) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially consistent in form to those delivered on the form of Exhibit K, with appropriate insertions and attachmentsClosing Date pursuant to Section 5.1(f).
(cd) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver Notwithstanding anything to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest contrary in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the abovethis Agreement, (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) 100% of the certificated equity interests required to be pledged hereunder and under the Security Documents and (y) intercompany notes (including the Global Intercompany Note), nor shall leasehold mortgages, landlord waivers or collateral access agreements be required; and (iii) in no event shall Collateral include any Excluded Assets unless the Borrower Representative so elects. For the avoidance of doubt, and without limitation, Section 6.9 shall apply to any division of a Loan Party and to any division of a Group Member required to become a Loan Party pursuant to the terms of the Loan Documents and to any allocation of assets to a series of a limited liability company.
Appears in 1 contract
Samples: Incremental and Refinancing Amendment (Powerschool Holdings, Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by Holdings, the Company or any Loan Party Subsidiary (other than (w) immaterial property, (x) any property described in paragraph (b) or (c) below, (y) property acquired by any property subject to a Lien expressly permitted by Section 7.3(f), Foreign Subsidiary and (z) Excluded Propertyassets acquired pursuant to Section 6.06(j) as that are not equity interests in, or assets held by, a Subsidiary Guarantor) that is intended to which be subject to the Administrative Agent, for the benefit security interests created by any of the Lenders, does Security Documents but which is not have a perfected Lienso subject thereto, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded a Foreign Subsidiary) created or acquired after the Closing Date by Holdings, the Company or any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by Holdings, the Company or any Loan PartySubsidiary, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Partyowner, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant cause the Lien created by the Guarantee and Collateral Agreement to be duly perfected to the Administrative Agent for the benefit extent required by such agreement in accordance with all applicable Requirements of the Lenders a perfected security interest in the Collateral described in the Security Agreement Law with respect to such new Subsidiary, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be reasonably required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KG-3, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by Holdings, the Company or any Loan PartySubsidiary (other than by any Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by Holdings, the Company or any such Loan Party Subsidiary (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Partyowner, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s 's security interest therein. Notwithstanding , and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, (i) no Capital Stock of any Subsidiary which is Excluded Property opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) Upon the request of the Administrative Agent, the Company will, and will cause its Domestic Subsidiaries (other than a Domestic Subsidiary that is a Subsidiary, directly or indirectly, of a Foreign Subsidiary) to, promptly grant to the Administrative Agent, within 60 days of such request, security interests and mortgages in such owned real property of the Company and such Domestic Subsidiaries as are acquired after the Closing Date by the Company or such Subsidiary and that, together with any improvements thereon, individually has a value in excess of $2,500,000, as additional security for the obligations of the Credit Parties under any Credit Document (unless the subject property is already mortgaged to a third party to the extent permitted by Section 6.02). Such mortgages shall be granted pursuant to documentation reasonably satisfactory in form and substance to the Administrative Agent and shall constitute valid and enforceable perfected Liens subject only to Permitted Liens and such other Liens reasonably acceptable to the Administrative Agent. The mortgages or instruments related thereto shall be duly recorded or filed in such manner and in such places as are required by law to establish, perfect, preserve and protect the Liens in favor of the Administrative Agent required to be pledged granted pursuant to the mortgages and all taxes, fees and other charges payable in connection therewith shall be paid in full. If requested by the Administrative Agent or the Required Lenders, the Company shall provide a lender's title policy with respect to each such mortgage paid for by the Company, issued by a nationally recognized title insurance company, together with such endorsements, coinsurance and reinsurance as Collateralmay be reasonably requested by the Administrative Agent, in form and (ii) no Loan Party will be required substance reasonably acceptable to take any action in any non-U.S. jurisdiction the Administrative Agent, insuring each mortgage as a first lien on the relevant mortgaged property and subject only to create any security interest in assets located or titled outside of Liens expressly agreed to by the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Samples: Credit Agreement (CSK Auto Corp)
Additional Collateral, etc. (a) With Subject to Section 5.9(d), with respect to any property personal Property (other than Excluded Assets) acquired or created (including the filing of any applications for the registration or issuance of any Intellectual Property) after the Closing Date by any existing Loan Party (other Party, no later than the later of (x) any property described in paragraph (b) 45 days following the acquisition or (c) below, creation thereof and (y) the next date of delivery of financial statements pursuant to Section 5.1(a) or 5.1(b) covering a period that includes the date of such acquisition or creation of such Property (subject, in each case, to any property subject to a Lien expressly permitted specific time frame established in the relevant Loan Documents or such later date as may be agreed by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent), for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Documents (including schedules thereto) or such other documents as the Administrative Agent deems may reasonably necessary or advisable request to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable (as determined by the Administrative Agent in good faith) to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security Table of Contents interest (subject to Permitted Liens) in such propertyProperty to the extent required under the Security Documents, including the filing of Uniform Commercial Code UCC financing statements or PPSA financing statements in such US or Canadian jurisdictions as may be required by the Security Agreement or by law or as may be requested by Documents and the Administrative Agentmaking of certificate of title notations in respect of Rolling Stock Collateral.
(b) [Reserved].
(c) With respect to (x) any new Domestic Restricted Subsidiary (other than an Excluded Subsidiary) that would constitute a Subsidiary Guarantor within the meaning of that term created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be other than an Excluded Subsidiary), promptly (andy) any Intermediate Parent created after the Closing Date or (z) any previous Excluded Subsidiary that ceases to constitute an Excluded Subsidiary pursuant to the definition of such term (including any Immaterial Subsidiary that ceases to constitute an Immaterial Subsidiary or that has been designated by the Lead Borrower to no longer constitute an Immaterial Subsidiary in order to comply with the proviso to the definition thereof) (each such Person, a “Subsequent Required Guarantor”), in each case no later than the later of (x) 45 days following the date on which such Person constitutes a Subsequent Required Guarantor and (y) the next date of delivery of financial statements pursuant to Section 5.1(a) or Section 5.1(b) covering a period that includes the date such Person becomes a Subsequent Required Guarantor (subject, in each case, to any event, within sixty (60) days, provided that specific time frame established in the relevant Loan Documents or such time period later date as may be extended in the reasonable discretion of agreed by the Administrative Agent) ), (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Documents (including schedules thereto) as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first second priority security interest (subject to Permitted Liens) in the Capital Stock of such new Subsidiary that is owned by any Loan PartySubsequent Required Guarantor (other than to the extent constituting Excluded Assets), (ii) deliver to the Administrative Agent (x) the certificates certificates, if any, representing such Capital StockStock of such Subsequent Required Guarantor constituting certificated securities under the UCC or PPSA, as applicable, together with undated stock powers, in blank, to the extent necessary to perfect the Administrative Agent’s security interests therein, and (y) any note, instrument or debt security in favor of such Subsequent Required Guarantor, endorsed in blank or accompanied by an executed transfer form in blank, in each case executed and delivered by a duly authorized officer of such Subsequent Required Guarantor, in each case to the relevant Loan Partyextent required by the Security Documents (and in each case to the extent delivery of such endorsements or transfer forms are customary under applicable Requirements of Law), and (iii) cause such new Subsidiary Subsequent Required Guarantor (A) to become a party to the Subsidiary Guarantee applicable Security Documents and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Lenders Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the applicable Security Agreement Documents with respect to such new SubsidiarySubsequent Required Guarantor, including the recording of instruments in the applicable IP Office, if required, and the filing of Uniform Commercial Code UCC financing statements or PPSA financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be Documents, and (iv) if reasonably requested by the Administrative Agent and (C) to Agent, deliver to the Administrative Agent a certificate customary legal opinions relating to the matters described above of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.type delivered on the Closing Date
(cd) With respect to Notwithstanding the foregoing provisions of this Section 5.9 or any new Foreign Subsidiary (other than an Excluded Subsidiary) created provision hereof or acquired after the Closing Date by of any other Loan PartyDocument, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute no Loan Party shall be required to grant a security interest in any Excluded Assets, (ii) except as set forth in clause (iii) below, no Loan Party shall be required to perfect any pledges, security interests and deliver mortgages in the Collateral by any means other than (A)
(1) filings pursuant to the Uniform Commercial Code (or PPSA) in the office of the Secretary of State (or similar central filing office) of the relevant State, Province or Territory (or such multiple combination thereof as may be required to achieve perfection) or elsewhere as required by the Uniform Commercial Code or the PPSA, (2) filings in the applicable IP Offices with respect to Intellectual Property as expressly required in the Security Documents and (3) certificate of title notations and filings with respect to Rolling Stock Collateral and (B) similar filings in other Qualified Jurisdictions to the extent required under the Loan Documents and (C) subject to the ABL Intercreditor Agreement and any other intercreditor arrangements entered into pursuant to this Agreement, delivery to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the all certificates evidencing Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, delivered in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable order to perfect the Administrative Agent’s security interest therein. Notwithstanding , and intercompany notes and other instruments (including the aboveSubordinated Intercompany Notes) to be held Table of Contents in its possession, in each case, as expressly required in the Security Documents, (iiii) subject to Section 2.21(c), no Capital Stock of any Subsidiary which is Excluded Property Loan Party shall be required to be pledged as Collateralenter into any control agreement with respect to any deposit account, and securities account or commodity account, (iiiv) no Loan Party will shall be required to take any action with respect to any assets located outside of the United States or Canada (other than actions listed in clause (ii)(A) or (C) above), (v) no Loan Party shall be required to take any actions in any non-U.S. jurisdiction other than the United States or Canada (or any political subdivision thereof) in connection with pledging Collateral or enter into any collateral documents governed by the laws of any country (or any political subdivision thereof) other than the United States or Canada (or any political subdivision thereof), (vi) no Collateral Foreign Subsidiary described in clause (a), (b) or (d) of the definition of Collateral Foreign Subsidiary shall be required to create guarantee, or make any payments in respect of any US Borrower Obligations, (vii) no Collateral Foreign Subsidiary described in clause (a), (b) or (d) of the definition of Collateral Foreign Subsidiary shall be required to grant a security interest in assets located or titled outside any Property with respect to any US Borrower Obligations and (viii) no Subsidiary shall be required to pledge more than 65% of the U.S. voting Capital Stock of a Collateral Foreign Subsidiary with respect to any US Borrower Obligation and (ix) no Loan Party shall be required to prepare or deliver any environmental surveys or reports with respect to perfect the real property of any security interests in such assetsGroup Member.
Appears in 1 contract
Samples: Abl Credit Agreement (Foundation Building Materials, Inc.)
Additional Collateral, etc. (a) With respect to any property personal Property acquired after the Closing Date by Parent, Holdings, the Borrower or any Loan Party (other than (xw) any property personal Property described in paragraph (b) or (c) belowof this Section, (x) any Property subject to a Lien permitted by Sections 9.4(b), (h), (i), (l), and (v), (y) or (z), any property subject Property (including Capital Stock) acquired by an Excluded Subsidiary (in each case only if such acquisitions do not result in such Excluded Subsidiary no longer being an Excluded Subsidiary), or that is otherwise excluded from the definition of Collateral pursuant to a Lien expressly permitted by Section 7.3(f)the first proviso therein, and (z) Excluded Propertyany Property acquired after the date hereof to the extent that the creation of a security interest therein would be prohibited by a Requirement of Law or a Contractual Obligation binding on Parent, Holdings, the Borrower or any Subsidiary that is the owner of such Property (including pursuant to the Partnership Parks Agreements), provided that such Contractual Obligation existed at the time such Property was acquired and was not entered into in anticipation of such acquisition for the purposes of evading the guarantee and collateral requirements hereunder) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (andpromptly, and in any event, within sixty event on or prior to the date that is 60 days after such acquisition (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as and to the extent required by the Guarantee and Collateral Agreement or as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyProperty (subject to Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent. Notwithstanding the foregoing, any Loan Party creating or acquiring Intellectual Property shall be required to take the actions required under the Guarantee and Collateral Agreement in respect of notifications to the Administrative Agent and filings in connection with such Intellectual Property.
(b) With respect to any fee interest in any Real Property or leasehold interest in any Park, in each case having a value (together with improvements thereof) of at least $10,000,000, acquired after the Closing Date by any Loan Party (other than Properties subject to the Partnership Parks Agreements or Properties subject to a Lien permitted by Sections 9.4(h), (i), (l) or (v)), promptly, and in any event on or prior to the date that is 60 days after such acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) execute and deliver a first priority Mortgage (subject to Permitted Liens) in favor of the Administrative Agent, for the benefit of the Lenders, covering such Real Property, in form for recording or filing in the recording or filing office of the applicable governmental subdivision where such Mortgaged Property is situated, together with evidence that all filing, documentary, stamp, intangible and mortgage recording taxes, fees, charges, costs and expenses have been paid by Borrower, (ii) if reasonably requested by the Administrative Agent, provide the Administrative Agent with (x) a mortgagee title and extended coverage insurance policy insuring the first priority Lien of the Mortgage upon such Real Property in an amount equal to the fair market value of such Real Property (or such other amount as shall be reasonably acceptable to the Administrative Agent), together with (a) such endorsements as the Administrative Agent shall reasonably request (including, without limitation, a tie-in or cluster endorsement if available) and (b) evidence that all premiums in respect of such policy and all related expenses have been paid by Borrower, as well as a current or updated ALTA survey thereof, certified to the Administrative Agent and the applicable title insurance company and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent (provided, that the Loan Parties shall only be required to deliver a Mortgage with respect to any real property leasehold interests upon receipt of any required Landlord consent to such leasehold Mortgage after using commercially reasonable efforts to obtain such consent and to use commercially reasonable good faith efforts to obtain all such consents and estoppels), (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions addressed to the Administrative Agent for the benefit of the Lenders relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, (iv) deliver Flood Certificates with respect to any improved Mortgaged Property and (v) otherwise take such actions and execute and/or deliver to the Administrative Agent such documents, agreements or instruments as the Administrative Agent shall reasonably require to confirm the validity, perfection and priority of the Liens of any such Mortgage (including, without limitation, the other documents, instruments, affidavits and certificates described in Section 7.1(m) in respect of such Mortgages and any financial data or indemnification instruments required by the title insurance company in connection with issuing a mortgagee title and extended coverage insurance policy as described above).
(c) With respect to any new Domestic Wholly Owned Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b)paragraph, shall include any existing Wholly Owned Subsidiary that ceases to be an Excluded Subsidiary), promptly (andby Parent or any of its Wholly Owned Subsidiaries, promptly, and in any event, within sixty event on or prior to 60 days after such creation or acquisition (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as and to the extent required by the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Wholly Owned Subsidiary (subject to clause (e) below) that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Wholly Owned Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Wholly Owned Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements statements, the filing of Intellectual Property security agreements for registered or issued United States Intellectual Property, the execution of control agreements and the execution of counterparts to the Subordinated Intercompany Note, in such jurisdictions each case as may be required by the Security Guarantee and Collateral Agreement or by law or and as may be reasonably requested by the Administrative Agent and (Civ) to if reasonably requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiarylegal opinions relating to the matters in this Section 8.6(c), substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent.
(cd) With respect to any new Foreign Wholly Owned Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly Partnership Parks Entity that ceases to be contractually prohibited (and, in the case of any eventPartnership Parks Entity, within sixty ceases to be subject to any Requirement of Law (60including any fiduciary or similar limitation applicable to the directors or managers thereof) dayseffectively prohibiting it) from becoming a Subsidiary Guarantor or executing the Guarantee and Collateral Agreement or from having all or any portion of its Capital Stock from being pledged under the Guarantee and Collateral Agreement, provided promptly, and in any event on or prior to the date that is 60 days after such time Wholly Owned Subsidiary or Partnership Parks Entity ceases to be prohibited from being a Subsidiary Guarantor (or such longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree in its reasonable discretion) (i) execute and deliver deliver, or cause to be executed and delivered, to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such Person that is owned by Parent or any of its Wholly Owned Subsidiaries (other than an Excluded Subsidiary), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (subject to clause (e) below), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of Parent or such Wholly Owned Subsidiary, as the case may be, and (iii) if applicable, cause such Person (other than an Excluded Subsidiary) (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Guarantee and Collateral Agreement with respect to such new Wholly Owned Subsidiary, including, without limitation, the filing of Uniform Commercial Code financing statements, the filing of Intellectual Property security agreements for registered or issued United States Intellectual Property, the execution of control agreements and the execution of counterparts to the Subordinated Intercompany Note, in each case as may be required by the Guarantee and Collateral Agreement and as may be reasonably requested by the Administrative Agent, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date by any Loan Party, promptly, and in any event on or prior to the date that is 60 days after such creation or acquisition (or such longer period as the Administrative Agent may agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such new Excluded Foreign Subsidiary that is owned by any such Loan Party (Party, provided that in no event shall more than 65% of the total outstanding voting Capital any Foreign Subsidiary Voting Stock of any such new Subsidiary be required to be so pledged)pledged and, provided further, for the avoidance of doubt, that 100% of the total non-voting stock of any such Excluded Foreign Subsidiary shall be required to be so pledged and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and to the extent required hereunder or under the Guarantee and Collateral Agreement, take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent’s security interest thereinAgent thereon. Notwithstanding the aboveforegoing, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action actions in any non-U.S. jurisdiction or required by the laws of any non-U.S. jurisdiction shall be required in order to create any security interest interests in assets located or titled outside of the U.S. or to perfect any such security interests (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction).
(f) Notwithstanding the provisions of this Section, (i) Parent shall not be required to create, or to cause its Wholly Owned Subsidiaries to create, a security interest in the Capital Stock of any Excluded Subsidiary (other than any Excluded Foreign Subsidiary, which shall be subject to the preceding clause (e)), (ii) the Partnership Parks Entities and their Property subject to the Partnership Parks Agreements, and the Capital Stock of GP Holdings, Inc. owned by Parent shall be expressly excluded from, and shall not be subject to, any provisions of this Section 8.6 so long as the creation of a security interest under, or the execution of, the Guarantee and Collateral Agreement is prohibited by a Contractual Obligation binding on the Partnership Parks Entities as in effect on the date hereof (subject to the proviso at the end of this clause (ii)) or, with respect to the Capital Stock of GP Holdings, Inc. owned by Parent, is prohibited by the Partnership Parks Agreements as in effect on the date hereof (subject to the proviso at the end of this clause (ii)); provided that Parent and its Subsidiaries may, subject to Section 9.14(b), enter into amendments, restatements, supplements or other modifications to the Partnership Parks Agreements and replacement agreements having a substantially similar purpose to the Partnership Parks Agreements so long as, in each case, there is no adverse effect on the Lien purported to be created by the Security Documents in the assets of (x) Parent (other than with respect to the Capital Stock of GP Holdings, Inc.) and (y) Holdings, Borrower or any of their Subsidiaries and (iii) the Administrative Agent may, in its discretion, elect not to take a security interest or require any title insurance or similar item with respect to those assets as to which the Administrative Agent determines that the cost of obtaining such assetsLien is excessive in relation to the benefit to the Lenders of the security afforded thereby (with such election, if any, being advised to the Borrower in writing).
(g) If, at any time, a Subsidiary Guarantor becomes an Excluded Subsidiary, the Administrative Agent shall, upon the written request of the Borrower, release such Subsidiary from the Guarantee and Collateral Agreement and any other Security Documents to which such Subsidiary is a party and, in the case of an Excluded Foreign Subsidiary, to the extent such Subsidiary’s Capital Stock was pledged as Collateral, so much of such pledge as exceeds 65% of Foreign Subsidiary Voting Stock shall be released (provided that for the avoidance of doubt, 100% of the non-voting stock of such Subsidiary shall remain or become pledged) and any certificates in respect of the released portion thereof shall be returned to the applicable Loan Party reasonably promptly following such written request to the Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the ratable benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agentfive Business Days) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new direct or indirect Material Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for including any such Material Domestic Subsidiary acquired pursuant to a Permitted Acquisition and including any Immaterial Subsidiary existing as of the purposes of this paragraph (b), shall include any existing Closing Date which becomes a Material Domestic Subsidiary that ceases to be an Excluded Subsidiaryafter the Closing Date), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Material Domestic Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such customary documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital StockStock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor Grantor and a Pledgor, respectivelyGuarantor thereunder, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Material Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of the secretary (or other equivalent officer) of such SubsidiaryMaterial Domestic Subsidiary of the type described in Section 5.1(d), substantially in form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments., and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained herein or in any other Loan Document, any Person that is made a Subsidiary of the Borrower by merger at any time during the six month period immediately following the Closing Date shall be deemed to be a “Material Subsidiary”, irrespective of whether such Subsidiary otherwise qualifies as an Immaterial Subsidiary hereunder
(c) With respect to any new First Tier Foreign Subsidiary (other than an Excluded Subsidiary) or any First Tier Foreign Subsidiary Holding Company, as applicable, created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Guarantee and Collateral Agreement, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of any such new First Tier Foreign Subsidiary or First Tier Foreign Subsidiary Holding Company, as applicable, be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) Each Loan Party will be required shall use commercially reasonable efforts to take obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any action other location where in excess of $100,000 of Collateral is stored or located, which agreement or letter, in any non-U.S. jurisdiction such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to create the Administrative Agent. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any security interest Collateral is or may be located, except where such obligation is contested in assets located or titled outside good faith and adequate reserves with respect thereto are maintained on the books of the U.S. or applicable Group Member in conformity with (and to perfect any security interests in such assetsthe extent required by) GAAP.
Appears in 1 contract
Samples: Credit Agreement (ShoreTel Inc)
Additional Collateral, etc. (a) With During any Full Security Period, with respect to any property Specified Property acquired after the Closing Date by the Borrower or any Loan Party of its Subsidiaries (other than (x) any property Specified Property described in paragraph (b), (c) or (cd) below, (y) any property Specified Property subject to a Lien expressly permitted by Section 7.3(f), subsection 7.1(a) or 7.1(l) and (z) Specified Property acquired by any Excluded PropertyForeign Subsidiary or by any other Foreign Subsidiary other than Capital Stock of, or acquired by, any Foreign Subsidiary Borrower) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Specified Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertySpecified Property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With During any Full Security Period, with respect to any new Domestic Subsidiary (other than an Excluded a Domestic Subsidiary that is a Receivables Subsidiary) created or acquired after the Closing Date by the Borrower or any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)its Subsidiaries, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Domestic Subsidiary that is owned by the Borrower or any of its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Collateral Agreement and such other Security Documents, as applicable, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement or such other Security Document, as applicable, with respect to such new Domestic Subsidiary (however, in the case of a pledge by the new Domestic Subsidiary of voting Capital Stock of an Excluded Foreign Subsidiary, such pledge shall be limited to 65% of such Capital Stock of such Excluded Foreign Subsidiary), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such new Domestic Subsidiary, substantially in the form of Exhibit I, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, provided that, if the initial investment in or purchase price of such new Domestic Subsidiary is less than $10,000,000, the obligations of the Borrower discussed in clauses (i) through (iv) of this subsection 6.11(a) shall not take effect unless and until the financial statements delivered to the Administrative Agent following each fiscal year of the Borrower pursuant to subsection 6.1(a) show the tangible net worth of such new Domestic Subsidiary to be more than $10,000,000. Notwithstanding the foregoing (subject, however, to the proviso at the end of the immediately preceding sentence), the Borrower shall cause any new Domestic Subsidiary created or acquired at any time prior to the Maturity Date to become a party to the Guarantee and Collateral Agreement for purposes of causing such new Domestic Subsidiary to become a Subsidiary Guarantor and shall take or cause such new Domestic Subsidiary to take such other actions as are described in subclauses (iii)(C) and (iv) above.
(c) During any Full Security Period, with respect to any new Foreign Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by the Borrower or any of its Subsidiaries and with respect to each new Foreign Subsidiary Borrower, promptly (i) execute and deliver to the Administrative Agent such amendments to the applicable Security Document or execute such additional Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Foreign Subsidiary or Foreign Subsidiary Borrower that is owned by the Borrower or any of its Domestic Subsidiaries or any Foreign Subsidiary Borrower (in the case of such Foreign Subsidiary Borrower or first-tier Subsidiaries of any Foreign Subsidiary Borrower, to secure the obligations of such Foreign Subsidiary Borrower hereunder), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Borrower or such Subsidiary, as the case may be, (iii) in the case of a new Foreign Subsidiary Borrower, cause such new Foreign Subsidiary Borrower (A) to become a party to the applicable Security Document, and (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Capital Stock of its Subsidiaries (other than Excluded Foreign Subsidiaries) if such Foreign Subsidiary Borrower is a check the box entity or a pass through entity (each as defined below), and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, provided that, if the initial investment in or purchase price of such new Foreign Subsidiary or Foreign Subsidiary Borrower (as applicable) is less than $10,000,000, the obligations of the Borrower discussed in clauses (i) through (iv) of this subsection 6.11(c) shall not take effect unless and until the financial statements delivered to the Administrative Agent following the end of each fiscal year of the Borrower pursuant to subsection 6.1(a) show the tangible net worth of such new Foreign Subsidiary or Foreign Subsidiary Borrower (as applicable) to be more than $10,000,000. For purposes of this Agreement, (i) a “check the box entity” shall mean an entity that has elected to be, or is by default, an entity that is disregarded as a separate entity from its U.S. parent or owner for U.S. federal income tax purposes, and (ii) a “pass through entity” shall mean an entity that has elected to be, or is by default, treated as a partnership for U.S. federal income tax purposes.
(d) During any Full Security Period, with respect to any new Excluded Foreign Subsidiary owned by the Borrower or any of its Domestic Subsidiaries or by any Foreign Subsidiary Borrower that is a check the box entity or a pass through entity created or acquired after the Closing Date by the Borrower or any of its Subsidiaries, promptly (i) execute and deliver to the Administrative Agent such amendments to the applicable Security Document as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement its Domestic Subsidiaries or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent such a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party Borrower (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such voting Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding , and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, provided that, if the initial investment in or purchase price of such new Excluded Foreign Subsidiary is less than $10,000,000, the obligations of the Borrower discussed in clauses (i) no Capital Stock through (iii) of any this subsection 6.11(d) shall not take effect unless and until the financial statements delivered to the Administrative Agent following the end of each fiscal year of the Borrower pursuant to subsection 6.1(a) show the tangible net worth of such new Excluded Foreign Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsmore than $10,000,000.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that three Business Days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $1,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver a first priority Mortgage subject to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to Liens permitted by Section 7.3, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value of such property as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together with undated stock powers, which opinions shall be in blank, executed form and delivered by a duly authorized officer of the relevant Loan Partysubstance, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgorfrom counsel, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant reasonably satisfactory to the Administrative Agent. In connection with the foregoing, for no later than five (5) Business Days prior to the benefit of date on which a Mortgage is executed and delivered pursuant to this Section 6.12, in order to comply with the LendersFlood Laws, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent (for delivery to each Lender) shall have received the certificates representing such Capital Stockfollowing documents (collectively, together with undated stock powers, in blank, executed and delivered by the “Flood Documents”): (A) a duly authorized officer completed standard “life of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.loan” flood
Appears in 1 contract
Samples: Credit Agreement (AdTheorent Holding Company, Inc.)
Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Effective Date by the Borrower or any Loan Party of its Restricted Subsidiaries (other than (x) any property Property described in paragraph (b) or paragraph (c) belowof this Section, (y) any property Property subject to a Lien expressly permitted by Section 7.3(f7.3(g), (h) and (s), and (z) Excluded Propertyany real property leases entered into by the Borrower or Restricted Subsidiaries, as tenants, with gross annual rent payments for each lease not to exceed $250,000 or the term not in excess of three (3) years) and subject to compliance with applicable Gaming Laws (which the Borrower agrees and agrees to cause the applicable Restricted Subsidiary to pursue approvals to permit any such pledges) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, Property and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such all actions necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Lenders Secured Parties, a perfected first priority security interest in the Collateral described in the Security Agreement with respect such Property (subject only to such new SubsidiaryLiens permitted pursuant to Section 7.3 of this Agreement), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement Documents or by law or as may be requested by the Administrative Agent and (C) to deliver to Agent; provided, if the Administrative Agent Borrower gives notice that a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or Property acquired after the Closing Effective Date by any Loan Partywill be used for the Condo Component, promptly the Borrower will have thirty (and, in any event, within sixty (6030) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) days to execute and deliver to the Administrative Agent such amendments to the Security Agreement Documents or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest in such Property and if such Property is transferred in a transaction permitted pursuant to Section 7.7(n), no such security interest shall be required.
(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $1,500,000 acquired after the Capital Stock Effective Date by the Borrower or any of such new Subsidiary that is owned by its Restricted Subsidiaries (other than any such Loan Party real property subject to a Lien expressly permitted by Section 7.3(g) and (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledgedh)), promptly (i) execute and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, a first priority Mortgage in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion favor of the Administrative Agent, desirable for the benefit of the Secured Parties, covering such real property (subject only to perfect the Administrative Agent’s security interest therein. Notwithstanding the aboveLiens permitted pursuant to Section 7.3 of this Agreement), (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action if requested by the Administrative Agent in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of writing, provide the U.S. or to perfect any security interests in such assets.Lenders with
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any personal property acquired by any Credit Party after the Closing Date by any Loan Party (date hereof, other than (x) any property described in paragraph subsections 8.18 (b), (c) or (cd) below, (y) any and property subject to a Lien expressly permitted by Section 7.3(fsubsection 9.2(f), and (z) Excluded Property) as to which the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, does not have a first priority perfected Lien, promptly (and, in any event, within sixty (60) days, provided that 30 days following the date of such time period may be extended in the reasonable discretion of the Administrative Agentacquisition) (i) execute and deliver deliver, or cause its Subsidiaries to execute and deliver, to the Administrative Agent such supplements or amendments to the Guarantee and Security Agreement or and such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a security interest in such property property, and (ii) take take, or cause its Subsidiaries to take, all actions reasonably the Administrative Agent deems necessary or advisable to grant confirm to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a perfected first priority security interest in Lien on such property, including the filing of Uniform Commercial Code financing statements Financing Statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic real property acquired by any Credit Party after the date hereof, comply, or cause its Subsidiaries to comply, with the provisions of Section 4.2.
(c) With respect to any Subsidiary (of the Borrower, other than an Excluded Subsidiary) , created or acquired after the Closing Date by any Loan Party date hereof (which, for the purposes of this paragraph (b)subsection, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary and any Permitted Non-Guarantor Entity that becomes a Subsidiary other than an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that 30 days following such time period may be extended in the reasonable discretion of the Administrative Agent) creation or acquisition)
(i) execute and deliver deliver, or cause its Subsidiaries to execute and deliver, to the Administrative Agent such supplements or amendments to the Guarantee and Security Agreement and such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a perfected first priority security interest in all of the Capital Stock of such new Subsidiary that is owned by any Loan PartySubsidiary, (ii) deliver deliver, or cause its Subsidiaries to deliver, to the Administrative Agent the any and all certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer the owner(s) of the relevant Loan Partysuch Capital Stock, and (iii) take, or cause such new Subsidiary (A) its Subsidiaries to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgortake, respectively, (B) to take such all other actions necessary or advisable to grant to the Administrative Agent for deems necessary or desirable to perfect the benefit security interest of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new SubsidiaryAdministrative Agent therein, including the execution and delivery by all necessary Persons of control agreements and the filing of Uniform Commercial Code financing statements Financing Statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Administrative Agent Agent, (iii) cause such Subsidiary to (A) execute and deliver a Pledged Note, (B) become a party to the Guarantee and Security Agreement and any additional Security Documents contemplated thereby and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as take all actions the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a perfected first priority security interest in the Collateral described in the Guarantee and Security Agreement with respect to such Subsidiary, including the execution and delivery by all necessary Persons of control agreements and the filing of Financing Statements in such jurisdictions as may be required by the Guarantee and Security Agreement or by law or as may be requested by the Administrative Agent, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any Excluded Subsidiary or Permitted Non-Guarantor Entity created or acquired after the date hereof by the Borrower or any of its Subsidiaries (which, for the purposes of this subsection, shall include any existing Subsidiary of the Borrower that becomes an Excluded Subsidiary or Permitted Non-Guarantor Entity in compliance with applicable provisions of this Agreement), promptly (and, in any event, within 30 days following such creation or the date of such creation or acquisition)
(i) execute and deliver, or cause its Subsidiaries to execute and deliver, to the Administrative Agent such supplements or amendments to the Guarantee and Security Agreement and such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the ratable benefit of the Lenders, the Issuing Bank and the Administrative Agent, a perfected first priority security interest in all of the Capital Stock of such new Excluded Subsidiary or Permitted Non-Guarantor Entity that is owned by the Borrower or any such Loan Party of the other Credit Parties (provided that in no event shall not more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary shall be required to be so pledged), and (ii) deliver deliver, or cause its Subsidiaries to deliver, to the Administrative Agent the any and all certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer the owner(s) of such Capital Stock, and take, or cause its Subsidiaries to take, all other actions the Administrative Agent deems necessary or desirable to perfect the security interest of the relevant Loan PartyAdministrative Agent therein, including the execution and take delivery by all necessary Persons of control agreements and the filing of Financing Statements in such other action jurisdictions as may be necessary or, in required by the opinion of Guarantee and Security Agreement or by law or as may be requested by the Administrative Agent, desirable (iii) cause such Excluded Subsidiary or Permitted Non-Guarantor Entity to perfect execute and deliver a Pledged Note (to the extent of any Indebtedness of such Permitted Non-Guarantor Entity to the Borrower or any Subsidiary Guarantor), and (iv) if requested by the Administrative Agent’s , deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) Notwithstanding anything to the contrary in this Section 8.18, the preceding subsections (a), (b), (c) and (d) shall not apply to any property or Subsidiary created or acquired after the date hereof as to which the Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time, effort or expense of obtaining a perfected security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Samples: Credit Agreement (Symbion Inc/Tn)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the ratable benefit of the LendersSecured Parties, does not and shall not have a perfected Lien, promptly (and, and in any eventevent within ten (10) Business Days, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (subject only to Liens expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a value (together with improvements thereof) of at least $5,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly, to the extent requested by the Administrative Agent, (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Domestic direct Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases including pursuant to be an Excluded Subsidiarya Permitted Acquisition), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Subsidiary that is owned directly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) to the extent such new direct Subsidiary (other than an Excluded Foreign Subsidiary) is a Material Subsidiary, cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Secured Parties a perfected first priority security interest and Lien in the Collateral (other than Excluded Assets and any interests in Excluded Foreign Subsidiaries, Liens on which shall be granted as set forth pursuant to clause (d) below, if applicable) described in the Guarantee and Collateral Agreement, with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, in a form reasonably satisfactory to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Excluded Foreign Subsidiary created or acquired after the Closing Date and directly owned by any Loan Party (i) the applicable Loan Parties shall promptly execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Excluded Foreign Subsidiary that is directly owned by any such Loan Party (provided that in no event shall more than 66% of the total outstanding voting Capital Stock of any such Excluded Foreign Subsidiary be required to be so pledged), (ii) at the request of the Administrative Agent, deliver to the Administrative Agent the certificates representing such Capital Stock, if any, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause if such new Excluded Foreign Subsidiary (A) to become is a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a PledgorMaterial Subsidiary, respectively, (B) to take such actions necessary or advisable to grant to other action (including, as applicable, the Administrative Agent for the benefit delivery of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be any Foreign Pledge Documents reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding , including, if reasonably requested by the aboveAdministrative Agent, (i) no Capital Stock of any Subsidiary deliver to the Administrative Agent legal opinions relating to such security interest, which is Excluded Property opinions shall be required to be pledged as Collateralin form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(iie) no Each Loan Party will be required shall use commercially reasonable efforts to take obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any action other location in the United States where in excess of $500,000 of Collateral is stored or located, which agreement or letter, in any non-U.S. jurisdiction such case, shall be reasonably satisfactory in form and substance to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Xcerra Corp)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g)), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty three (603) days, provided that Business Days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement (or any comparable foreign collateral document) or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created of at least $5,000,000 (or such greater amount as the Administrative Agent may agree in its sole discretion) acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty ninety (6090) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party legal opinions relating to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral matters described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property opinions shall be required to be pledged as Collateral, in form and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.substance
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (that is intended to be subject to a Lien created by any Loan Document, other than (x) any property described in paragraph clause (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), this Agreement and (z) property acquired by any Excluded Property) Foreign Subsidiary as to which the Administrative Agent, for the benefit of the Lenders, Lender does not have a perfected Lien, promptly (andpromptly, and in any event, event within sixty 30 (60thirty) days, provided that days of acquiring such time period may be extended in the reasonable discretion of the Administrative Agent) property:
(i) execute and deliver to the Administrative Agent Lender such supplements or amendments to the Security Agreement or such other documents as the Administrative Agent Lender deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a security interest in such property and property; and
(ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a perfected first priority security interest in such property, including the filing of Uniform Commercial Code UCC-1 financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative AgentLender.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph clause (b), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (andpromptly, and in any event, event within sixty thirty (6030) days, provided that such time period may be extended in the reasonable discretion days of the Administrative Agent) creation or acquisition of such Subsidiary:
(i) execute and deliver to the Administrative Agent Lender such supplements or amendments to the Security Agreement any Loan Document as the Administrative Agent Lender deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a perfected first priority security interest in the Capital Stock Equity Interests of such new Subsidiary that is are owned by any Loan Party, ;
(ii) deliver to the Administrative Agent Lender the certificates representing such Capital StockEquity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and ;
(iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such all actions necessary or advisable desirable to grant to the Administrative Agent for the benefit of the Lenders Lender a perfected first priority security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code UCC-1 financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and Lender;
(Civ) to deliver to the Administrative Agent Lender a secretary's certificate of such Subsidiary, substantially in the form of Exhibit Kwith charter documents, with by-laws, and appropriate insertions and attachments.resolutions attached; and
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (iiv) deliver to the Administrative Agent Lender legal opinions relating to the certificates representing such Capital Stockmatters described above, together with undated stock powers, which opinions shall be in blank, executed form and delivered by a duly authorized officer of the relevant Loan Partysubstance, and take such other action as may be necessary orfrom counsel, in satisfactory to the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsLender.
Appears in 1 contract
Samples: Loan Agreement (Air T Inc)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A), (8), (9), (12), (16), (26), (29), (35) and (z38) Excluded Propertyof the definition of “Permitted Company Group Member Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 90 days (and, in any event, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (subject to Permitted Liens) in such property, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) Subject to the last sentence of this paragraph, with respect to any interest in any Material Property either (i) owned at the Closing Date by any Loan Party or (ii) acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (38) of the definition of “Permitted Company Group Member Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) of the Closing Date or the acquisition of such Material Property, as applicable,
(i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such interest in real property, (ii) if requested by the Administrative Agent, provide the Lenders with a Title Policy as well as a current ALTA survey thereof (or an existing ALTA survey (accompanied if necessary by a “no-change” affidavit and/or other documents)) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy, together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent; provided that with respect to the Mortgaged Properties listed on Schedule 1.1B for which any Loan Party delivers to the Administrative Agent a second lien priority Mortgage in lieu of a Title Policy the applicable Loan Party shall cause to be delivered to the Administrative Agent a current title search and PZR zoning report reasonably acceptable to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the enforceability, due authorization, execution and delivery of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, (iv) if requested by the Administrative Agent, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Company Borrower), (v) if requested by the Administrative Agent, with respect to any property located in a special flood hazard area, provide a copy of, or a certificate as to coverage and a declaration page relating to, the insurance policies required by Section 5.5, each of which (a) shall be endorsed or otherwise amended to include a lender’s loss payable endorsement, (b) shall identify the address of each property located in a special flood hazard area, (c) shall indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto, (d) shall provide that the insurer will give the Administrative Agent 45 days written notice of cancellation or non-renewal, and (e) shall be otherwise in form and substance satisfactory to the Administrative Agent and (vi) provide evidence reasonably satisfactory to the Administrative Agent of payment by the Company Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies and endorsements contemplated by clause (ii) above. Notwithstanding the foregoing, no Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) shall be required to provide a Mortgage with respect to any Excluded Assets.
(c) With respect to any new Subsidiary Guarantor created or acquired after the Closing Date by any Group Member (which, for the purposes of this Section 5.9(c), shall include any existing Group Member that ceases to be an Excluded Domestic Subsidiary or a Non-Guarantor Subsidiary), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement or other Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such propertynew Subsidiary Guarantor that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary Guarantor (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary Guarantor, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent, and (c) to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(bd) With respect to any new Domestic Restricted Subsidiary which is directly owned by a Borrower or a Guarantor and is a CFC Holdco or a Foreign Subsidiary that is a CFC (in each case, other than an Excluded Immaterial Subsidiary) ), created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any eventParty, within sixty 90 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or other Security Documents and, to the extent requested by the Administrative Agent, a security agreement compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such new CFC Holdco or Foreign Subsidiary that is a CFC that is directly owned by any such Loan PartyParty (provided that in no event shall more than 65% of the total outstanding Voting Stock of any such CFC Holdco or Foreign Subsidiary that is a CFC be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if requested by the Administrative Agent and (C) to Agent, deliver to the Administrative Agent a certificate legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that in the event the stamp, excise or similar taxes of any jurisdiction applicable to the pledge of Capital Stock of any Foreign Subsidiary organized in such jurisdiction are excessive in relation to customary practices or the benefit afforded to the Secured Parties from such pledge and the compliance with the provisions of this Section 5.9(d) would result in the imposition of such Subsidiarystamp, substantially excise or similar taxes on any Borrower and its Restricted Subsidiaries, the Administrative Agent may elect not to require the Loan Parties to pledge such Capital Stock of any such Foreign Subsidiary or not to require such pledge to be recorded or registered in any applicable jurisdiction, or may defer such requirement to such date or time as the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent may determine.
(ce) With respect to any new Foreign Non-Guarantor Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly Party (and, in but excluding any eventsuch Subsidiary the Capital Stock of which constitutes an Excluded Asset or that is a CFC Holdco or a Foreign Subsidiary that is a CFC), within sixty 90 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (subject to Permitted Priority Liens) in the Capital Stock of such new Non-Guarantor Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Party, and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Group Member and take (iii) cause such other action as may be necessary ornew Subsidiary Guarantor to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in the opinion of form and substance reasonably acceptable to the Administrative Agent, desirable with appropriate insertions and attachments.
(f) Notwithstanding anything to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, contrary in this Agreement (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) certificated equity interests in the Borrowers and their respective Restricted Subsidiaries otherwise required to be pledged pursuant to the terms of any Loan Document and (y) the note evidencing the Tower LLC Loan and each intercompany note and promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that, to the extent any deposit and securities accounts are under the control of the ABL Agent at any time pursuant to the terms of the ABL-Term Intercreditor Agreement, the ABL Agent shall act as agent and gratuitous bailee for the Administrative Agent for the purpose of perfecting the Administrative Agent’s Liens in such deposit and securities accounts.
Appears in 1 contract
Samples: Term Loan Credit Agreement (JELD-WEN Holding, Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) any other Excluded PropertyAssets (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty three Business Days (60) days, provided that or such time period may be extended in the reasonable discretion of later date as the Administrative AgentAgent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, other applicable Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property as credit support for the Obligations and (ii) take all actions as may be reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties as credit support for the Obligations, a perfected first priority (except as permitted by Section 7.3) security interest and Lien in the Capital Stock of such new Subsidiary that is owned by any Loan Partyproperty, (ii) deliver to the Administrative Agent the certificates representing such Capital Stockincluding, together with undated stock powersbut not limited to, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachmentsAgent.
(cb) With respect to any new Foreign Subsidiary fee interest in any real property having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $1,000,000 acquired after the Closing Date by any Loan PartyParty (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and, and in any eventevent within 30 Business Days (or such longer period as the Administrative Agent may agree in its sole discretion), within sixty (60) days, provided that such time period may be extended in to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties as credit support for the Obligations, a perfected security interest covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the Capital Stock purchase price of such new Subsidiary that is owned real property (or such other amount as shall be reasonably specified by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (iiy) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together with undated stock powers, which opinions shall be in blank, executed form and delivered by a duly authorized officer of the relevant Loan Partysubstance, and take such other action as may be necessary orfrom counsel, in the opinion of reasonably satisfactory to the Administrative Agent. The parties acknowledge that there are no Mortgages or Mortgaged Properties as of the Closing Date. In the event that after the Closing Date the Loan Parties are required by the terms of this Section 6.12(b) to execute and delivery any Mortgage in respect of any Mortgaged Property, desirable the Loan Parties covenant and agree to perfect comply with the mortgage requirements of each of the Lenders. In furtherance of the foregoing, the Administrative Agent’s security interest therein. Notwithstanding Agent shall not enter into any Mortgage in respect of any real property acquired by the above, Borrower or any other Loan Party after the Closing Date until (1) the date that occurs 30 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) no Capital Stock a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of any Subsidiary which that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is Excluded Property shall be not available and (B) evidence of the receipt by the applicable Loan Party of such notice; and (iii) if such notice is required to be pledged as Collateralprovided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from the Designated Lender that flood insurance due diligence and flood insurance compliance has been completed by the Designated Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed). Each of the Loan Parties acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Commitments or Loans, but excluding (i) any continuation or conversion of borrowings, (ii) no Loan Party will the making of any Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned upon): (1) the prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-related documentation with respect to such Mortgaged Properties as required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of by all applicable flood insurance laws and as otherwise reasonably required by the U.S. or to perfect any security interests in such assets.Administrative Agent and (2) the Administrative Agent shall have received written confirmation from the Designated Lender, flood insurance due diligence and flood
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (other than any Excluded Property) acquired after the Closing Date by any Loan Party (other than (x) Party, including without limitation pursuant to Section 7.02(h), or any property described that ceases to be Excluded Property promptly (but in paragraph any event within 30 days after such acquisition or the date on which such property ceases to be Excluded Property (b) or (c) belowsuch longer period as may be agreed to by the Administrative Agent in its sole discretion)), (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (iA) execute and deliver to the Administrative Agent such amendments or addendums to the Security Agreement Collateral Documents or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and Property, (iiB) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertyproperty (subject only to applicable Permitted Liens), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement Documents or by law or as may be reasonably requested by the Administrative Agent, (C) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following the applicable requests of the Administrative Agent and receipt of applicable documents, if any, and (D) with respect to any Material Real Property that is a Flood Hazard Property, (1) the applicable Loan Party’s written acknowledgment of receipt of written notification from the Administrative Agent (A) as to the fact that such Material Real Property is a Flood Hazard Property, (B) as to whether the community in which each such Flood Hazard Property is located is participating in the National Flood Insurance Program and (C) such other flood hazard determination forms, notices and confirmations thereof as requested by the Administrative Agent and (2) copies of insurance policies or certificates of insurance of the applicable Loan Party evidencing flood insurance reasonably satisfactory to the Administrative Agent and naming the Administrative Agent as loss payee on behalf of the Lenders.
(b) With respect to any new Domestic Restricted Subsidiary (other than than, (x) a Subsidiary that, promptly upon its formation incurs Indebtedness pursuant to Section 7.03(h), to the extent such Subsidiary is prohibited under the documents governing such Indebtedness from taking any of the following actions, (y) in the case of clause (iii) below, a Foreign Subsidiary, and (z) in the case of all clauses below, an Immaterial Foreign Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party including without limitation pursuant to Section 7.02(h), (which, for the purposes of this paragraph (b)paragraph, shall include any existing Restricted Subsidiary that ceases to be an Immaterial Foreign Subsidiary or an Excluded Subsidiary), by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments or addendums to the Security Agreement Collateral Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock Equity Interests of such new Restricted Subsidiary that is directly owned by such Loan Party (subject only to applicable Permitted Liens) (provided that in no event shall more than 66% of the total outstanding voting Equity Interests and 100% of the total outstanding nonvoting Equity Interests of any Loan PartyFSHCO, or, in the case of a FSHCO that is a disregarded entity for U.S. tax purposes, 66% of the total outstanding Equity Interests, be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital StockEquity Interests, together with undated stock powerspowers or share transfer forms, in blank, executed and delivered by a duly authorized officer of the relevant applicable Loan Party, and (iii) cause such new Restricted Subsidiary (A) to become a party to the Guaranty, the Collateral Documents, the vessel mortgages and any other applicable security documents reasonably deemed necessary by the Administrative Agent to grant the Administrative Agent for the benefit of the Lenders and the Secured Parties a security interest in all of such new Restricted Subsidiary’s right, title, and interest to the property of such Restricted Subsidiary Guarantee (other than Excluded Property) and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral collateral described in the Security Agreement Collateral Documents and any such other documents with respect to such new SubsidiaryRestricted Subsidiary (in each case, including subject only to applicable Permitted Liens), including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement Collateral Documents or by law or as may be reasonably requested by the Administrative Agent Agent, and (Civ) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following the applicable requests of such Subsidiarythe Administrative Agent and receipt of applicable documents, substantially in the form of Exhibit K, with appropriate insertions and attachmentsif any.
(c) With respect to (i) any new Excluded Subsidiary that is a First-Tier Foreign Subsidiary (other than an Excluded Immaterial Foreign Subsidiary) and that is a Restricted Subsidiary created or acquired after the Closing Date by any Loan PartyParty that is a Restricted Subsidiary, including without limitation pursuant to Section 7.02(h), and (ii) any Excluded Subsidiary of a Loan Party that is a First-Tier Foreign Subsidiary which Subsidiary is existing on the Closing Date but whose Equity Interests are not subject to a Foreign Pledge Agreement, if such Excluded Subsidiary ceases to be an Immaterial Foreign Subsidiary, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (iA) execute and deliver to the Administrative Agent such amendments or addendums to the Security Agreement Collateral Documents or such other documents as the Administrative Agent deems necessary or advisable and requests in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject only to applicable Permitted Liens) in the Capital Stock Equity Interests of such new Restricted Subsidiary that is owned directly by any such the applicable Loan Party Party, (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock Equity Interests and 100% of the total outstanding nonvoting Equity Interests of any such new Subsidiary Excluded Subsidiary, or, in the case of a FSHCO that is a disregarded entity for U.S. tax purposes, 66% of the total outstanding Equity Interests, be required to be so pledgedpledged (including pursuant to Section 6.13(b) to the extent applicable)), and (iiB) deliver to the Administrative Agent the certificates (if any) representing such Capital StockEquity Interests, together with undated stock powerspowers or share transfer forms, in blank, executed and delivered by a duly authorized officer of the relevant applicable Loan Party, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent thereon, and (C) if requested by the Administrative Agent’s security interest therein. Notwithstanding , deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following the applicable requests of the Administrative Agent and the receipt of any applicable documents.
(d) In the event that the Title XI Debt ceases to be outstanding (the “Title XI Event”), Cal Dive I-Title XI shall (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required become a party to be pledged as Collateralthe Guaranty, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any grant the Administrative Agent for the benefit of the Secured Parties a security interest in assets located or titled outside all of the U.S. right, title, and interest in its property (other than Excluded Property), including the Q4000, (iii) take all actions reasonably required by the Administrative Agent to insure the attachment, perfection or priority of, or the ability of the Administrative Agent to perfect any enforce, the security interests interest in such assetsproperty, including the Q4000 within thirty (30) calendar days following the Title XI Event (or such later date as may be agreed to by the Administrative Agent in its sole discretion) and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, in each case within 30 days (or such longer period as may be agreed to by the Administrative Agent in its sole discretion) following the applicable requests of the Administrative Agent and receipt of applicable documents, if any.
Appears in 1 contract
Samples: Credit Agreement (Helix Energy Solutions Group Inc)
Additional Collateral, etc. (a) With respect to any property Property that is of the type that would otherwise be subject to Liens created under the Security Documents and is acquired after the Closing Effective Date by any Loan Party (other than (xw) any property Property described in paragraph (b) or paragraph (c) belowof this Section; (x) any Property, the pledge of which requires a consent of a third party that has not been obtained; provided that the Borrower and/or the applicable Loan Party has taken commercially reasonable efforts to obtain such consent; (y) any property Property subject to a Lien expressly permitted by Section 7.3(f7.3(g), (h) and (s); and (z) Excluded Propertyany interest in any real property) and subject to compliance with applicable Gaming Laws (which the Borrower agrees and agrees to cause the applicable Loan Party to pursue approvals to permit any such pledges) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such Property and (ii) take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such Property (subject only to Liens permitted pursuant to Section 7.3 of this Agreement), including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Documents or by law or as may be requested by the Administrative Agent; provided, if the Borrower gives notice that a Property acquired after the Effective Date will be used for the Condo Component, the Borrower will have thirty (30) days to execute and deliver to the Administrative Agent such amendments to the Security Documents or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and if such Property is transferred in a transaction permitted pursuant to Section 7.7(n), no such security interest shall be required.
(b) With respect to (x) any fee interest in any real property having a value (together with improvements thereof) of at least $1,500,000 and (y) any leasehold interest in any real property pursuant to leases entered into by any Loan Party, as a tenant, with gross annual rent payments for each lease in excess of $250,000 or the term in excess of three (3) years), in each case acquired or entered into after the Effective Date by the Loan Parties (other than (w) any leasehold interests with respect to solely office space; (x) any leasehold interest if the granting of a mortgage requires a consent of a third party that has not been obtained; provided that the Borrower and/or the applicable Loan Party has taken commercially reasonable efforts to obtain such consent; (y) any leasehold interest if a memorandum of lease for such leasehold has not been recorded; provided that the Borrower and/or the applicable Loan Party has taken commercially reasonable efforts to obtain such memorandum of lease; and (z) any such real property subject to a Lien expressly permitted by Section 7.3(g) and Section 7.3(h)), promptly (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property (subject only to Liens permitted pursuant to Section 7.3 of this Agreement), (ii) if requested by the Administrative Agent in writing, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters opined on with respect to the original version of loan documents delivered by the Borrower, which opinions shall be in form and substance and from counsel, reasonably satisfactory to the Administrative Agent; provided, if the Borrower gives notice that a Property acquired after the Effective Date will be used for the Condo Component, the Borrower will have thirty (30) days to execute and deliver to the Administrative Agent such amendments to the Security Documents or such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such Property and if such Property is transferred in a transaction permitted pursuant to Section 7.7(n), no such security interest shall be required. For purposes of this Section 6.10(b), the Sugarcane Bay Lease shall not be deemed to have been acquired or entered into until the earlier of (A) the date 180 days after the Effective Date and (B) the date that the Borrower and the applicable Restricted Subsidiary entered into an amended lease that is intended by the parties to be the permanent lease with respect to the property subject to the Sugarcane Bay Lease.
(c) With respect to any new Domestic Restricted Subsidiary (other than an Immaterial Subsidiary) created or acquired after the Effective Date and, to the extent that it would not result in an adverse tax, foreign gaming or foreign law consequence that is material for or with respect to such Subsidiary, any new Foreign Restricted Subsidiary created or acquired after the Effective Date (which in each case, for the purposes of this paragraph, shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary by designation or otherwise) and subject to compliance with applicable Gaming Laws (which the Borrower agrees and agrees to cause the applicable Loan Party to pursue approvals to permit any such security interests), by any Loan Party, promptly (i) execute and deliver to the Administrative Agent such amendments to the Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such new Domestic Restricted Subsidiary that is owned by any Loan Party(subject only to Liens permitted pursuant to Section 7.3 of this Agreement) and in the 66% of the total outstanding Capital Stock of such new Foreign Restricted Subsidiary, (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock that are securities under Section 8-102(a)(15) of the UCC, together with undated stock powerspowers or assignments, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, and as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee Loan Documents and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security Agreement Documents with respect to such new SubsidiarySubsidiary (subject only to Liens permitted pursuant to Section 7.3 of this Agreement), including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement Documents or by law or as may be requested by the Administrative Agent Agent, and (Civ) to if reasonably requested by the Administrative Agent, deliver to the Administrative Agent a certificate legal opinions relating to the matters opined on with respect to the original version of such Subsidiaryloan documents delivered by the Borrower, substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent.
(cd) With respect to any new Foreign Unrestricted Subsidiary (other than (x) the Foreign Unrestricted Subsidiaries and (y) to the extent actions described herein are prohibited by the terms of the formation or organizational documents of an Excluded SubsidiaryUnrestricted Subsidiary or agreements by which such Unrestricted Subsidiary or its assets are bound, the Unrestricted Subsidiaries created or acquired for purposes of the transactions permitted under Section 7.7(l), (n) and (s)) created or acquired after the Closing Effective Date by the Borrower or any Loan Partyof its Restricted Subsidiaries, and subject to compliance with applicable Gaming Laws (which the Borrower agrees and agrees to cause the applicable Unrestricted Subsidiary to pursue approvals to permit any such pledges), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Loan Documents or such other documents as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Domestic Unrestricted Subsidiary, and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock that are securities under Section 8-102(a)(15) of the UCC, together with undated stock powerspowers or assignments, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as CollateralAgent thereon, and (iiiii) no Loan Party will if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters opined on with respect to the original version of loan documents delivered by the Borrower, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take the Administrative Agent.
(e) With respect to any action material third party agreements or material entitlements that do not attach to the real property entered into or received by the Borrower or any of its Restricted Subsidiaries in any non-U.S. jurisdiction to create any security interest in assets located or titled outside connection with the construction of the U.S. Unfinished Projects, use best efforts to promptly execute and deliver to the Administrative Agent such collateral assignment of the applicable third party agreement or entitlement in a form as is reasonably acceptable to perfect any security interests in such assetsthe Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) any other Excluded PropertyAssets (as defined in the Guarantee and Collateral Agreement) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty three Business Days (60) days, provided that or such time period may be extended in the reasonable discretion of later date as the Administrative AgentAgent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, other applicable Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property as credit support for the Obligations and (ii) take all actions as may be reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties as credit support for the Obligations, a perfected first priority (except as permitted by Section 7.3) security interest and Lien in the Capital Stock of such new Subsidiary that is owned by any Loan Partyproperty, (ii) deliver to the Administrative Agent the certificates representing such Capital Stockincluding, together with undated stock powersbut not limited to, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachmentsAgent.
(cb) With respect to any new Foreign Subsidiary fee interest in any real property having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $1,000,000 acquired after the Closing Date by any Loan PartyParty (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and, and in any eventevent within 30 Business Days (or such longer period as the Administrative Agent may agree in its sole discretion), within sixty (60) days, provided that such time period may be extended in to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties as credit support for the Obligations, a perfected security interest covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the Capital Stock purchase price of such new Subsidiary that is owned real property (or such other amount as shall be reasonably specified by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (iiy) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together with undated stock powers, which opinions shall be in blank, executed form and delivered by a duly authorized officer of the relevant Loan Partysubstance, and take such other action as may be necessary orfrom counsel, in the opinion of reasonably satisfactory to the Administrative Agent. The parties acknowledge that there are no Mortgages or Mortgaged Properties as of the Closing Date. In the event that after the Closing Date the Loan Parties are required by the terms of this Section 6.12(b) to execute and delivery any Mortgage in respect of any Mortgaged Property, desirable the Loan Parties covenant and agree to perfect comply with the mortgage requirements of each of the Lenders. In furtherance of the foregoing, the Administrative Agent’s security interest therein. Notwithstanding Agent shall not enter into any Mortgage in respect of any real property acquired by the above, Borrower or any other Loan Party after the Closing Date until (1) the date that occurs 30 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) no Capital Stock a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of any Subsidiary which that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is Excluded Property shall be not available and (B) evidence of the receipt by the applicable Loan Party of such notice; and (iii) if such notice is required to be pledged as Collateralprovided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (2) the Administrative Agent shall have received written confirmation from the Designated Lender that flood insurance due diligence and flood insurance compliance has been completed by the Designated Lender (such written confirmation not to be unreasonably conditioned, withheld or delayed). Each of the Loan Parties acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Commitments or Loans, but excluding (i) any continuation or conversion of borrowings, (ii) no Loan Party will the making of any Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be required subject to take any action in any non(and conditioned upon): (1) the prior delivery of all flood hazard determination certifications, acknowledgements and evidence of flood insurance and other flood-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.related
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any fee interest in any real property in the United States having a fair market value (together with improvements thereof) of at least $10,000,000 acquired after the Closing Date by any Loan Party Party, promptly (other than and in any event within sixty (x60) any property described days (or such longer time period as the Administrative Agent may determine in paragraph (bits sole discretion)) or (c) belowafter such acquisition, to the extent requested by the Administrative Agent, (yi) any property subject to execute and deliver a Lien expressly permitted by Section 7.3(f)first priority Mortgage, and (z) Excluded Property) as to which in favor of the Administrative Agent, for the ratable benefit of the LendersSecured Parties, does not have a perfected Liencovering such real property, promptly (and, ii) provide the Lenders with (x) title and extended coverage insurance covering such real property in any event, within sixty an amount at least equal to the purchase price of such real property (60) days, provided that or such time period may other amount as shall be extended in the reasonable discretion of reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (iy) execute any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent such amendments legal opinions relating to the Security Agreement or such other documents as the Administrative Agent deems matters described above, which opinions shall be in form and substance, and from counsel, reasonably necessary or advisable to grant satisfactory to the Administrative Agent. In connection with the foregoing, for no later than three (3) Business Days prior to the benefit date on which a Mortgage is executed and delivered pursuant to this Section 6.12, in order to comply with the Flood Laws, the Administrative Agent shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”), (B) if the improvement(s) to the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (“Loan Party Notice”) and (if applicable) notification to the applicable Loan Party that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of the Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or overnight delivery), and (D) if the Loan Party Notice is required to be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a security interest in copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such property and (ii) take all actions other evidence of flood insurance reasonably necessary or advisable to grant satisfactory to the Administrative Agent, for the benefit Agent (any of the Lenders, a perfected first priority security interest in such property, including the filing foregoing being “Evidence of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative AgentFlood Insurance”).
(b) With respect to any new Domestic Restricted Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases including pursuant to be an Excluded Subsidiarya Permitted Acquisition), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period may be extended in the reasonable discretion of as the Administrative AgentAgent may determine in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock Equity Interests of such new Restricted Subsidiary that is owned directly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be reasonably required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital StockEquity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Restricted Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such SubsidiaryRestricted Subsidiary of the type described in Section 5.1(d), substantially in a form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments.
attachments and (civ) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date if requested by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and , deliver to the Administrative Agent such amendments legal opinions relating to the Security Agreement as the Administrative Agent deems necessary or advisable to grant matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Samples: Senior Secured Revolving Credit Facility Credit Agreement (FTC Solar, Inc.)
Additional Collateral, etc. (a) With respect to any property Collateral acquired after the Funding Date or, in the case of inventory or equipment that is part of the Collateral, any material Collateral (other than Collateral in possession of the Administrative Agent or the Collateral Agent) moved after the Closing Date by any Loan Party the Borrower (other than (x) any property Collateral described in paragraph paragraphs (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Propertyof this Section) as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within sixty (60) days, provided that 20 Business Days following the date of such time period may be extended in the reasonable discretion of the Administrative Agentacquisition or designation) (i) execute and deliver to the Administrative Agent, and the Collateral Agent such amendments to the Security Collateral Agreement or such other documents Security Documents as the Administrative Collateral Agent deems reasonably necessary or reasonably advisable to grant to the Administrative such Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such property Collateral and (ii) take all actions reasonably necessary or advisable reasonably requested by the Administrative Agent to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected (subject to the limitations set forth in Section 3.19) first priority security interest in such propertyCollateral (other than any Excluded Perfection Assets and, except with respect to Pledged Securities, subject to Permitted Liens, and in respect of Pledged Securities, the Permitted Liens set forth in clause (h) of the definition thereof), including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any Collateral consisting of real property or any lease of Collateral consisting of real property acquired or leased after the Funding Date by the Borrower (other than an any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded SubsidiaryPerfection Assets), promptly (and, in any event, within sixty 60 days following the date of such acquisition) (60i) daysexecute and deliver a first priority Mortgage in favor of the Collateral Agent, provided that for the benefit of the Secured Parties, covering such time period real property and in form and substance reasonably satisfactory to the Collateral Agent, (ii) provide the Secured Parties with (A) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent or the Collateral Agent, which may be extended the value of the generation assets, if applicable, situated thereon), together with such endorsements as are reasonably required by the Administrative Agent or the Collateral Agent and are obtainable in the reasonable discretion State in which such real property is located, as well as a current ALTA survey thereof complying with the requirements set forth in Schedule 5.09(b) and all of the other provisions herein and in the Security Documents, together with a surveyor’s certificate and (B) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent or the Collateral Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and the Collateral Agent, (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent and the Collateral Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Collateral Agent and (iv) deliver to the Administrative Agent a notice identifying the consultant’s reports, environmental site assessments or other documents relied upon by the Borrower to determine that any such real property included in such Collateral does not contain Hazardous Materials of a form or type or in a quantity or location that could, or to determine that the operations on any such real property included in such Collateral is in compliance with Environmental Law except to the extent any non-compliance could not, reasonably be expected to result in a material Environmental Liability.
(c) With respect to any new Subsidiary (other than an Unrestricted Subsidiary or a subsidiary of the Company) created or acquired after the Funding Date by (and directly owned by) the Borrower, promptly (and, in any event, within 20 days following such creation or the date of such acquisition), (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or reasonably advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a valid, perfected first priority security interest in the Capital Stock of Equity Interests in such new Subsidiary that is are owned by any Loan Partythe Borrower, (ii) deliver to the Administrative Collateral Agent the certificates certificates, if any, representing such Capital StockEquity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiaryand the Collateral Agent, substantially if reasonably requested, legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions Administrative Agent and attachmentsthe Collateral Agent.
(cd) With respect to any new Foreign Subsidiary (other than an Excluded SubsidiaryUnrestricted Subsidiary or a subsidiary of the Company) created or acquired after the Closing Funding Date by any Loan Party(and directly owned by) the Borrower, promptly (and, in any event, within sixty (60) days25 days following such creation or the date of such acquisition), provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent and the Collateral Agent such amendments to the Security Collateral Agreement as the Administrative Agent or the Collateral Agent deems necessary or advisable in order to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of Equity Interests in such new Foreign Subsidiary that is directly owned by any such Loan Party the Borrower (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of first-tier Equity Interests in any such new Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Collateral Agent the certificates representing such Capital StockEquity Interests, together with undated instruments of transfer or stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Borrower and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent or the Collateral Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding of the Collateral Agent thereon and (iii) deliver to the Administrative Agent and the Collateral Agent, if reasonably requested, legal opinions (which may be delivered by in-house counsel if admitted in the relevant jurisdiction) relating to the matters described above, (i) no Capital Stock of any Subsidiary which is Excluded Property opinions shall be required to be pledged as Collateralin form and substance, and (ii) no Loan Party will be required from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent and the Collateral Agent.
Appears in 1 contract
Samples: Credit Agreement (NRG Energy, Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph Sections 6.12(b), (bc) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(fd), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty three (603) days, provided that such time period may be extended in the reasonable discretion of the Administrative AgentBusiness Days) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest (except as expressly permitted by Section 7.3) Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new direct or indirect Material Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for including pursuant to a Permitted Acquisition and including any Immaterial Subsidiary of any Loan Party existing as of the purposes Closing Date which becomes a Material Domestic Subsidiary of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiarysuch Loan Party after the Closing Date), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Material Domestic Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the ratable benefit of the Lenders Secured Parties a perfected first priority security interest and Lien in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Material Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent Agent, and (C) to deliver to the Administrative Agent a certificate of such Material Domestic Subsidiary, substantially in form reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Material First Tier Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest and Lien in the Capital Stock of such new Material First Tier Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% sixty-six percent (66%) of the total outstanding voting Capital Stock of any such new Material First Tier Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) Each Loan Party will be required shall use commercially reasonable efforts to take obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any action other location where in excess of One Hundred Thousand Dollars ($100,000) of Collateral is stored or located, which agreement or letter, in any non-U.S. jurisdiction such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to create any security interest in assets located the Administrative Agent. With respect to such locations leased or titled outside owned as of the U.S. Closing Date and thereafter, if the Administrative Agent has not received a landlord’s agreement or bailee letter as of the Closing Date (or, if later, as of the date such location is acquired or leased), the Eligible Inventory at that location shall, in the Administrative Agent’s discretion, be excluded from the Borrowing Base or be subject to perfect such Reserves as may be established by the Administrative Agent in its reasonable credit judgment. After the Closing Date, no real property or warehouse space shall be leased by any security interests Loan Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Closing Date, without the prior written consent of the Administrative Agent (which consent, in the Administrative Agent’s discretion, may be conditioned upon the exclusion from the Borrowing Base of Inventory at that location or the establishment of Reserves acceptable to the Administrative Agent) or unless and until a reasonably satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such assetslocation. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Effective Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A) and (B), (8), (9), (12), (16), (25), (28), (34) and (z37) Excluded Propertyof the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within ninety (and, in any event, within sixty 90) days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Liens) in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) [Reserved]
(c) With respect to any new Restricted Subsidiary (other than a Excluded Domestic Subsidiary, DRE Excluded Subsidiary, Foreign Subsidiary or Excluded Subsidiary) created or acquired after the Effective Date by any Group Member (which, for the purposes of this Section 6.9(c), shall include any existing Group Member that was previously an Excluded Domestic Subsidiary, DRE Excluded Subsidiary, Foreign Subsidiary or Excluded Subsidiary that ceases to be an Excluded Domestic Subsidiary, DRE Excluded Subsidiary, Foreign Subsidiary or an Excluded Subsidiary), within ninety (90) days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition or change in status (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such propertynew Subsidiary Guarantor that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such Subsidiary (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Security Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent, and (c) to deliver to the Administrative Agent a certificate of such Subsidiary, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) other than with respect to Non-Opinion Subsidiaries, if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent.
(bd) [Reserved.]
(e) With respect to any new Domestic Restricted Subsidiary (other than which is directly owned by a Borrower or a Guarantor and is an Excluded Domestic Subsidiary) , a DRE Excluded Subsidiary or a Foreign Subsidiary created or acquired after the Closing Effective Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any eventParty, within sixty ninety (6090) days, provided that days (or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement and, to the extent requested by the Administrative Agent, a security agreement compatible with the laws of such Excluded Domestic Subsidiary’s, DRE Excluded Subsidiary’s or Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such new Excluded Domestic Subsidiary, DRE Excluded Subsidiary or Foreign Subsidiary that is owned by any such Loan PartyParty (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such Excluded Domestic Subsidiary, DRE Excluded Subsidiary or Foreign Subsidiary be required to be so pledged) and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause take such new Subsidiary (A) other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to become a party perfect the Administrative Agent’s security interest therein; provided that in the event the stamp, excise or similar taxes of any jurisdiction applicable to the pledge of Capital Stock of any Excluded Domestic Subsidiary, DRE Excluded Subsidiary Guarantee or Foreign Subsidiary organized in such jurisdiction are excessive in relation to customary practices or the benefit afforded to the Secured Parties from such pledge and Security Agreement as a Subsidiary Guarantor the compliance with the provisions of this Section 6.9(e) would result in the imposition of such stamp, excise or similar taxes on the Initial Borrower and a Pledgorits Restricted Subsidiaries, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for may elect not to require the benefit Loan Parties to pledge such Capital Stock of the Lenders a perfected security interest any such Excluded Domestic Subsidiary, DRE Excluded Subsidiary or Foreign Subsidiary or not to require such pledge to be recorded or registered in the Collateral described in the Security Agreement with respect any applicable jurisdiction, or may defer such requirement to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions date or time as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachmentsmay determine.
(cf) With respect to any new Foreign Excluded Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Effective Date by any Loan PartyParty (but excluding any such Subsidiary that is an Excluded Domestic Subsidiary, promptly a DRE Excluded Subsidiary or a Foreign Subsidiary and any Excluded Subsidiary to the extent a pledge of the Capital Stock of such entity is prohibited by its Organizational Documents or requires the consent of any Person party thereto (and, in any eventother than a Group Member)), within sixty ninety (6090) days, provided that days (or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such new Excluded Subsidiary (other than Capital Stock constituting an Excluded Asset) that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Party, and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Group Member and take (iii) cause such other action as may be necessary ornew Excluded Subsidiary to deliver to the Administrative Agent a certificate of such Excluded Subsidiary, in the opinion of form and substance reasonably acceptable to the Administrative Agent, desirable with appropriate insertions and attachments.
(g) Notwithstanding anything to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, contrary in this Agreement (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets., including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) certificated equity interests in the Initial Borrower and material wholly-owned Restricted Subsidiaries thereof otherwise required to be pledged and (y) the Global Intercompany Note;
Appears in 1 contract
Samples: Credit Agreement (Emerald Expositions Events, Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A), (8), (9), (12), (16), (17), (18), (27), (30), (36) and (z39) Excluded Propertyof the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly second priority Lien (and, in any event, within sixty (60) days, provided that such time period may be extended in to the reasonable discretion extent so required by the terms of the Security Agreement) within 90 days (or such longer period as the Administrative AgentAgent (or, prior to the Discharge of Senior Obligations, the Designated Senior Representative) shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the relevant Security Agreement Document or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first second priority security interest (subject to Permitted Liens) in such property, including the filing of Uniform Commercial Code financing statements (or equivalent filings in jurisdictions outside of United States) in such jurisdictions as may be required by any Security Document or by applicable law or as may reasonably be requested by the Administrative Agent.
(b) With respect to any interest in any Material Property acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (39) of the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 90 days (or such longer period as the Administrative Agent (or, prior to the Discharge of Senior Obligations, the Designated Senior Representative) shall reasonably agree) after the Closing Date or date of acquisition, as applicable, (A) execute and deliver a second priority Mortgage (subject to Permitted Liens), in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such interest in real property (provided, that to the extent any property to be subject to a Mortgage is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar recording fees or taxes, the relevant Mortgage shall not secure an amount in excess of the Fair Market Value of such property subject thereto unless such jurisdiction imposes a cap on such taxes or fees such that any secured amounts in excess of the Fair Market Value of such property do not result in additional taxes or fees), (B) if requested by the Administrative Agent, provide the Lenders with a Title Policy in an amount not to exceed the Fair Market Value of the real property covered thereby, as well as a current ALTA survey thereof (or an existing ALTA survey, ExpressMap or other similar documentation if available (accompanied if reasonably required by the title company issuing the applicable Title Policy by a “no-change” affidavit and/or other documents) sufficient to remove the general survey exception from the Title Policy and to obtain survey coverage in such Title Policy), together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent, (C) if requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions from counsel in the jurisdictions in which the real property covered by the Mortgage is located relating to the enforceability of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent; and (D) provide evidence reasonably satisfactory to the Administrative Agent of payment by the Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies and endorsements contemplated by this clause (b).
(c) With respect to any Restricted Subsidiary that is not an Excluded Subsidiary created or acquired after the Closing Date by any Group Member (which, for the purposes of this Section 6.9(c), shall include any existing Group Member that ceases to be an Excluded Subsidiary) within 90 days after the date of such creation or acquisition (or such longer period as the Administrative Agent (or, prior to the Discharge of Senior Obligations, the Designated Senior Representative) shall reasonably agree), (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected second priority security interest (subject to Permitted Liens) in the Capital Stock of such Restricted Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent (or, prior to the Discharge of Senior Obligations, the Designated Senior Representative) the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and (iii) cause such Restricted Subsidiary (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor and (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected second priority security interest (subject to Permitted Liens) in the Collateral described in the Security Agreement with respect to such Restricted Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (Cc) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially consistent in form to those delivered on the form of Exhibit K, with appropriate insertions and attachmentsClosing Date pursuant to Section 5.1(f).
(cd) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver Notwithstanding anything to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest contrary in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the abovethis Agreement, (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) 100% of the certificated equity interests required to be pledged hereunder and under the Security Documents and (y) intercompany notes (including the Global Intercompany Note), nor shall leasehold mortgages, landlord waivers or collateral access agreements be required; and (ii) in no event shall Collateral include any Excluded Assets unless the Borrower Representative so elects. For the avoidance of doubt, and without limitation, Section 6.9 shall apply to any division of a Loan Party and to any division of a Group Member required to become a Loan Party pursuant to the terms of the Loan Documents and to any allocation of assets to a series of a limited liability company.
Appears in 1 contract
Samples: Second Lien Credit Agreement (Powerschool Holdings, Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (bSection 6.9(b) or (c) below), (y) any property subject to a Lien expressly permitted by Section 7.3(f), and 7.3(g) or (z) any Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any eventthe applicable Loan Party shall, within sixty 30 days of the acquisition thereof (60) days, provided that or such time period later date as may be extended in the reasonable discretion of agreed to by the Administrative Agent) Agent in its sole discretion), (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyproperty (subject to Liens expressly permitted by Section 7.3), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Foreign Subsidiary and a Special Purpose Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include (i) any existing Subsidiary that ceases to be an Excluded SubsidiaryForeign Subsidiary or a Special Purpose Subsidiary and (ii) Dockside Market Partnership if it becomes a wholly-owned Subsidiary of MVWC), the applicable Loan Party shall promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Excluded Foreign Subsidiary or Special Purpose Subsidiary (other than an Excluded Subsidiarya Time Share SPV) created or acquired after the Closing Date by any Loan Party, the applicable Loan Party shall promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 6566-2/3% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no Loan Party will if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Samples: Credit Agreement (MARRIOTT VACATIONS WORLDWIDE Corp)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and other than as set forth in clause (b) below) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty forty-five (6045) days, provided that days or such time longer period may be extended as reasonably approved by the Required Lenders in the their reasonable discretion of the Administrative Agent) discretion): (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a security interest in such property and (ii) take all actions necessary or advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the Secured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including (if applicable) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a Fair Market Value (together with improvements thereof) of at least $500,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)) promptly (and in any event within ninety (90) days or such longer period as reasonably approved by the Administrative Agent in its reasonable discretion): (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties, covering such real property, and (ii) if requested by the Administrative Agent (at the direction of the Required Lenders), provide the Lenders with (1) title and extended coverage insurance (with such customary endorsements, coinsurance and reinsurance as the Administrative Agent may reasonably request) covering such real property, paid for by the Borrower and issued by a nationally recognized title insurance company, in an amount at least equal to the purchase price of such real property (or such other lesser amount as shall be reasonably specified by the Administrative Agent), (2) a current ALTA/NSPS survey thereof, paid for by the Borrower and in each case, including all improvements, easements and other customary matters thereon reasonably required by the Administrative Agent, together with a surveyor’s certificate and complying in all material respects with the minimum detail requirements of the American Land Title Association and National Society of Professional Surveyors as such requirements are in effect on the date of preparation of such survey (sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such real property and issue the customary survey related endorsements or otherwise reasonably acceptable to the Administrative Agent), (3) any consents, estoppels or SNDAs reasonably deemed necessary by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and the Borrower, (4) flood insurance determination certificates, and if applicable, evidence that the applicable Loan Party has obtained flood insurance covering such property in appropriate amount, (5) customary appraisals with respect to each such real property, and (6) such other documents as the Administrative Agent may reasonably request that are available to the Borrower without material expense with respect to any such real property, and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to such Mortgage, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Borrower.
(c) With respect to any new direct or indirect Subsidiary (other than any Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (including pursuant to a Permitted Acquisition), promptly (and in any event within forty-five (45) days or such longer period as reasonably approved by the Administrative Agent at the direction of the Required Lenders in their reasonable discretion): (i) except to the extent the Capital Stock of such new Subsidiary constitutes Excluded Equity, execute and deliver to the Administrative Agent such supplements, joinders or amendments to the applicable Security Documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, any Control Agreement with respect to each Deposit Account or Securities Account, and any Security Document (or any amendment, supplement or modification thereof) with respect to Intellectual Property, (iii) cause such new Subsidiary or any Subsidiary formed for the purpose of acquiring any such Subsidiary) (A) to become a party to the Subsidiary Guarantee and Collateral Agreement and other applicable Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyDocuments, (B) to take such actions as are reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (subject to Liens permitted hereunder) in the Collateral described in the Guarantee and Collateral Agreement or such other Security Agreement Documents, with respect to such new Subsidiary, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in a form consistent with the form of Exhibit Kcertificate delivered pursuant to Section 5.1(d), with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent a customary legal opinions relating to the matters described above, which opinion shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and the Borrower.
(cd) With respect to any new Foreign Subsidiary real property leased by any Loan Party (other than an Excluded Subsidiary) created or acquired after the Closing Date any real property leased by any Loan PartyParty as of the Closing Date), promptly (andeach Loan Party shall, in any event, within sixty (60) days, provided that such time period may be extended in at the reasonable discretion request of the Administrative Agent) Agent (i) execute at the direction of the Required Lenders), use commercially reasonable efforts to obtain a landlord’s agreement from the applicable lessor, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord may assert against the Collateral at that location, and deliver shall otherwise be reasonably satisfactory in form and substance to the Administrative Agent such amendments to and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Borrower. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. Notwithstanding the foregoing, (i) other than the Collateral in which a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided that by the Loan Parties, in no event each case on the Closing Date or pursuant to Section 6.10, the Loan Parties shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary not be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to or perfect the Administrative Agent’s security interest therein. Notwithstanding under any law with respect to any Collateral (except to the aboveextent perfection can be accomplished by filing UCC financing statements or provide any guarantee of the Obligations, in each case, if the cost of delivering or perfecting the lien in such Collateral or of providing such guarantee exceeds the benefit to the Lenders (which shall take into account any adverse tax consequences suffered or expected to be suffered by the Borrower as a result thereof), in each case, as determined by the Borrower and the Required Lenders in their reasonable discretion, (iii) no Liens on the Capital Stock of any (or other ownership interest in) a Subsidiary that is required to be pledged shall be documented under U.S. law if the cost of providing a local law pledge exceeds the benefit to the Lenders, in each case, as determined by the Borrower and the Required Lenders in their reasonable discretion, (iii) other than the Collateral in which is Excluded Property a Lien was previously granted or required to be granted by the Loan Parties, or the guarantees provided by the Loan Parties, in each case on the Closing Date or pursuant to Section 6.10, no such Liens or guarantees shall be required to be pledged provided by any Subsidiary in any case in which (or, if applicable, to the extent that) the provision of such Lien or guarantee would violate applicable law or a legal duty of the directors of such Subsidiary, in each case, as Collateraldetermined by the Borrower and the Required Lenders in their reasonable discretion, and (iiiv) for the avoidance of doubt, no Loan Party will Liens securing the Obligations or guarantees of the Obligations shall be required to take be provided by any action in any non-U.S. jurisdiction Excluded Subsidiary and (v) for the avoidance of doubt, no Excluded Asset shall be subject to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsthis Section 6.12.
Appears in 1 contract
Samples: Credit Agreement (Town Sports International Holdings Inc)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (xi) deposit accounts opened with any Lender, (ii) real property, (iii) Excluded Collateral, (iv) any property described in paragraph (b), (c) or (cd) below, (yv) any property subject to a Lien expressly permitted by Section 7.3(f), 7.3(e) and (zvi) Excluded Propertyas otherwise set forth in the Security Documents) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within thirty (and, in any event, within sixty 30) days after the acquisition thereof (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (iA) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable requests to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (iiB) take all actions reasonably necessary or advisable requested by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement in such property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (together with improvements thereof and any related mineral rights owned by any Loan Party intended to be accessed through such real property) of at least $50,000,000 (as determined at the time of acquisition) that is acquired after the Closing Date by any Loan Party (other than (i) Excluded Collateral, (i) any such real property subject to a Lien expressly permitted by Section 7.3(e) and (ii) as otherwise set forth in the Security Documents), deliver, or cause to be delivered, within sixty (60) days after the acquisition of such real property (or such longer period as the Administrative Agent, in its sole discretion, shall agree to), to the extent and the same would be required under Section 5.1(l) if such real property were owned by a Loan Party on the Closing Date, (A) a fully executed Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property (with a maximum value not to exceed the cost of acquisition (excluding the value of any such mineral rights) in any jurisdiction in which a mortgage recording tax is payable), subject to Liens as permitted pursuant to Section 7.3, (B) provide the Administrative Agent with title and extended coverage insurance covering such real property in an Excluded Subsidiaryamount not in excess of the existing Revolving Commitments and outstanding Term Loans at the time of acquisition, subject to the same general provisions as contained in Section 5.1(l)(iii), as well as a current survey thereof together with a surveyor’s certificate (if applicable) in form and substance reasonably satisfactory to the Administrative Agent, subject to the same general provisions of Section 5.1(l)(ii); provided, however, that the survey requirements of this Section 6.9(b) may be satisfied by a customary “no change” affidavit with respect to any pre-existing or newly commissioned survey obtained in connection with such acquisition (if acceptable for survey coverage), and (C) if requested by the Administrative Agent, legal opinions relating only to the validity and enforceability (but not the priority) of the Lien of such Mortgage, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, if the fee interest in such real property shall be acquired without a title policy and/or survey which would otherwise meet the foregoing requirements of this Section 6.9(b), then the title policy and/or survey requirements of this Section 6.9(b) shall be limited to that portion of such fee interest which comprises the most valuable real property as used in or material to the business currently conducted thereon at the time of the delivery in question, as reasonably determined by the Administrative Agent; provided however that with respect to the remainder of the fee interest in such property, the title company shall certify only that the mortgagor is the owner of record based on recorded deeds with respect to such real property, subject to all matters of record, all title defects, and all standard exclusions and exceptions.
(c) With respect to any new Restricted Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bc), shall include any existing Restricted Subsidiary that ceases to be an Excluded Subsidiary), promptly within thirty (and, in any event, within sixty 30) days of such creation or acquisition (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) unless such Restricted Subsidiary is a Foreign Subsidiary, execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Capital Stock of such new Restricted Subsidiary that is owned by any Loan Party, (ii) unless such Restricted Subsidiary is a Foreign Subsidiary, deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) unless such Restricted Subsidiary is an Excluded Subsidiary, cause such new Restricted Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(cd) With respect to any new Restricted Subsidiary that is a Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly Group Member (and, in other than by any eventGroup Member that is an Excluded Subsidiary), within sixty thirty (6030) days, provided that days of such time creation or acquisition (or such longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) execute and deliver to the Administrative Agent such amendments or supplements to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable reasonably requests to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement) in the Capital Stock of such new Subsidiary that is directly owned by any such Loan Party (Party, provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Party and take such other action as may be necessary or, in the opinion of (iii) if requested by the Administrative Agent, desirable deliver to perfect the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent’s security interest therein. .
(e) Notwithstanding anything contained in any Loan Document to the abovecontrary, (i) no Capital Stock of any Subsidiary which is Excluded Property Group Member shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. United States (or any political subdivision thereof) or to perfect any security interests in such assets, (ii) no Group Member shall be required to enter into any security agreement governed by the laws of any jurisdiction other than the United States (or any political subdivision thereof) and (iii) except as provided in Section 6.14, no Group Member shall be required to enter into any account control agreements with respect to deposit or securities accounts or take any other steps to perfect any security interest in such accounts or cash or cash equivalents.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Effective Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A) and (B), (8), (9), (12), (16), (25), (28), (34) and (z37) Excluded Propertyof the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within ninety (and, in any event, within sixty 90) days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Liens) in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) [Reserved]
(c) With respect to any new Restricted Subsidiary (other than a Excluded Domestic Subsidiary, DRE Excluded Subsidiary, Foreign Subsidiary or Excluded Subsidiary) created or acquired after the Effective Date by any Group Member (which, for the purposes of this Section 6.9(c), shall include any existing Group Member that was previously an Excluded Domestic Subsidiary, DRE Excluded Subsidiary, Foreign Subsidiary or Excluded Subsidiary that ceases to be an Excluded Domestic Subsidiary, DRE Excluded Subsidiary, Foreign Subsidiary or an Excluded Subsidiary), within ninety (90) days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition or change in status (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such propertynew Subsidiary Guarantor that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such Subsidiary (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Security Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent., and (c) to deliver to the Administrative Agent a certificate of such Subsidiary, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) other than with respect to Non-Opinion Subsidiaries, if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent. 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2
(bd) [Reserved.]
(e) With respect to any new Domestic Restricted Subsidiary (other than which is directly owned by a Borrower or a Guarantor and is an Excluded Domestic Subsidiary) , a DRE Excluded Subsidiary or a Foreign Subsidiary created or acquired after the Closing Effective Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any eventParty, within sixty ninety (6090) days, provided that days (or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement and, to the extent requested by the Administrative Agent, a security agreement compatible with the laws of such Excluded Domestic Subsidiary’s, DRE Excluded Subsidiary’s or Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such new Excluded Domestic Subsidiary, DRE Excluded Subsidiary or Foreign Subsidiary that is owned by any such Loan PartyParty (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such Excluded Domestic Subsidiary, DRE Excluded Subsidiary or Foreign Subsidiary be required to be so pledged) and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause take such new Subsidiary (A) other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to become a party perfect the Administrative Agent’s security interest therein; provided that in the event the stamp, excise or similar taxes of any jurisdiction applicable to the pledge of Capital Stock of any Excluded Domestic Subsidiary, DRE Excluded Subsidiary Guarantee or Foreign Subsidiary organized in such jurisdiction are excessive in relation to customary practices or the benefit afforded to the Secured Parties from such pledge and Security Agreement as a Subsidiary Guarantor the compliance with the provisions of this Section 6.9(e) would result in the imposition of such stamp, excise or similar taxes on the Initial Borrower and a Pledgorits Restricted Subsidiaries, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for may elect not to require the benefit Loan Parties to pledge such Capital Stock of the Lenders a perfected security interest any such Excluded Domestic Subsidiary, DRE Excluded Subsidiary or Foreign Subsidiary or not to require such pledge to be recorded or registered in the Collateral described in the Security Agreement with respect any applicable jurisdiction, or may defer such requirement to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions date or time as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachmentsmay determine.
(cf) With respect to any new Foreign Excluded Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Effective Date by any Loan PartyParty (but excluding any such Subsidiary that is an Excluded Domestic Subsidiary, promptly a DRE Excluded Subsidiary or a Foreign Subsidiary and any Excluded Subsidiary to the extent a pledge of the Capital Stock of such entity is prohibited by its Organizational Documents or requires the consent of any Person party thereto (and, in any eventother than a Group Member)), within sixty ninety (6090) days, provided that days (or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such new Excluded Subsidiary (other than Capital Stock constituting an Excluded Asset) that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Party, and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Group Member and take (iii) cause such other action as may be necessary ornew Excluded Subsidiary to deliver to the Administrative Agent a certificate of such Excluded Subsidiary, in the opinion of form and substance reasonably acceptable to the Administrative Agent, desirable with appropriate insertions and attachments.
(g) Notwithstanding anything to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, contrary in this Agreement (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets., including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction 13452822.12 |US-DOCS\87149920.12138026742.9|| 27955694.v2 outside the United States) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) certificated equity interests in the Initial Borrower and material wholly-owned Restricted Subsidiaries thereof otherwise required to be pledged and (y) the Global Intercompany Note;
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by the Borrower or any Loan Party of its Subsidiaries (other than (x) any property Property described in paragraph paragraphs (b), (c) or (cd) belowof this Section, (y) any property subject to a Lien expressly permitted by Section 7.3(f), Excluded Assets and (z) Excluded PropertyProperty acquired by a Subsidiary that is not a Subsidiary Guarantor) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that 90 days following the date of such time period may be extended in the reasonable discretion of the Administrative Agentacquisition) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertyProperty (subject only to Liens permitted by Section 7.3 that are not consensually granted, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) If at any time so requested by the Administrative Agent or by the Required Lenders with respect to any fee interest in any real property having a value (net of Liens thereon permitted under Section 7.3) of at least $1,000,000 now owned or hereafter acquired by the Borrower or any Subsidiary Guarantor, promptly (and, in any event, within 90 days following the date of such request) (i) execute, deliver (in recordable form) and record a mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such real property in an amount at least equal to the value of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor's certificate and (y) any 70 77 consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to each Person that now is or hereafter becomes a Subsidiary of the Borrower (except JuJu Media, Inc. and any new Domestic Subsidiary (other than which is and remains an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that 90 days following such time period may be extended in creation or the reasonable discretion date of the Administrative Agentsuch acquisition) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, and as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Collateral Agreement and the Intellectual Property Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (subject only to Liens permitted by Section 7.3 that are not consensually granted) in the Collateral described in the Guarantee and Collateral Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office, the execution and delivery by all necessary Persons of Control Agreements and the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Intellectual Property Security Agreement or by law or as may be requested by the Administrative Agent Agent, and (Civ) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiarylegal opinions relating to the matters described above, substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent.
(cd) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by the Borrower or any Loan Partyof its Subsidiaries, promptly (and, in any event, within sixty (60) days, provided that 90 days following such time period may be extended in creation or the reasonable discretion date of the Administrative Agentsuch acquisition) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems reasonably necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any such Loan Party of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, as the case may be, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside Lien of the U.S. or to perfect any security interests in such assets.Administrative Agent thereon, and
Appears in 1 contract
Samples: Credit Agreement (Spanish Broadcasting System of Puerto Rico Inc /Pr/)
Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by the Borrower or any Loan Party of its Subsidiaries (other than (x) any property Property expressly excluded pursuant to the terms of the Global Security Agreement (as defined in the GCNA Indenture), (y) any Property described in paragraph (b) or paragraph (c) below, of this Section 5.8 and (yz) any property Property subject to a Lien expressly permitted by Section 7.3(f6.2(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, Lender does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent Lender such amendments to the Security Agreement or such other documents as the Administrative Agent Lender deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or Property as may be requested by the Administrative AgentLender.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date Date, by the Borrower or any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)its Subsidiaries, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent Lender such amendments to the Security Agreement as the Administrative Agent Lender deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, Lender a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent Lender the certificates representing such Capital Stock, together with undated stamped stock powerstransfer forms, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, and as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Lender a perfected first priority security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or Subsidiary as may be requested by the Administrative Agent Lender, and (Civ) to if requested by the Lender, deliver to the Administrative Agent a certificate of such SubsidiaryLender legal opinions relating to the matters described above, substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions and attachmentsLender.
(c) With respect Notwithstanding anything to the contrary in this Section 5.8, this Section 5.8 shall not apply to any Property or new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan PartyDate, promptly (andas applicable, as to which the Lender has determined in any eventits sole discretion that the collateral value thereof is insufficient to justify the difficulty, within sixty (60) days, provided that such time period may be extended in the reasonable discretion and/or expense of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, obtaining a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Restatement Date by any Loan Party Group Member (other than (xi) any real property, (ii) any property described in paragraph (b) or (c) below, (yiii) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g) or 7.3(j), (iv) property acquired by any Excluded Foreign Subsidiary and (zv) any interests in joint ventures subject to restrictions as to the granting of Liens thereon as permitted by Section 7.13) or Excluded PropertyDomestic Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyproperty (subject to such exceptions as are expressly permitted by the Guarantee and Collateral Agreement), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Domestic Subsidiary) created or acquired after the Closing Restatement Date by any Loan Party Group Member (which, for the purposes of this paragraph (bc), shall include any existing Domestic Subsidiary that ceases to be an Excluded Domestic Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Foreign Excluded Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Restatement Date by any Loan PartyGroup Member, unless such actions are prohibited by the terms of the organizational documents or other Contractual Obligations of such Group Member, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Group Member, and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Foreign Subsidiary created or acquired after the Restatement Date by any Group Member (other than by any Group Member that is a Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Capital Stock of any Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no Loan Party will if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Serologicals Corp)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A), (8), (9), (12), (16), (17), (18), (27), (30), (36), (37) and (z39) Excluded Propertyof the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly first priority Lien (and, in any event, within sixty (60) days, provided that such time period may be extended in to the reasonable discretion extent so required by the terms of the Security Agreement) within 90 days (or such longer period as the Administrative Agent (or, to the extent the Administrative Agent is not the Controlling Collateral Agent at such time, the Controlling Collateral Agent) shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the relevant Security Agreement Document or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Liens) in such property, including the filing of Uniform Commercial Code financing statements (or equivalent filings in jurisdictions outside of United States) in such jurisdictions as may be required by any Security Document or by applicable law or as may reasonably be requested by the Administrative Agent.
(b) With respect to any interest in any Material Property acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (39) of the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 90 days (or such longer period as the Administrative Agent (or, to the extent the Administrative Agent is not the Controlling Collateral Agent at such time, the Controlling Collateral Agent) shall reasonably agree) after the Closing Date or date of acquisition, as applicable, (A) execute and deliver a first priority Mortgage (subject to Permitted Liens), in favor of the Collateral Agent, for the benefit of the Secured Parties, covering such interest in real property (provided, that to the extent any property to be subject to a Mortgage is located in a jurisdiction which imposes mortgage recording taxes, intangibles tax, documentary tax or similar recording fees or taxes, the relevant Mortgage shall not secure an amount in excess of the Fair Market Value of such property subject thereto unless such jurisdiction imposes a cap on such taxes or fees such that any secured amounts in excess of the Fair Market Value of such property do not result in additional taxes or fees), (B) if requested by the Administrative Agent, provide the Lenders with a Title Policy in an amount not to exceed the Fair Market Value of the real property covered thereby, as well as a current ALTA survey thereof (or an existing ALTA survey, ExpressMap or other similar documentation if available (accompanied if reasonably required by the title company issuing the applicable Title Policy by a “no-change” affidavit and/or other documents) sufficient to remove the general survey exception from the Title Policy and to obtain survey coverage in such Title Policy), together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent, (C) if requested by the Administrative Agent, deliver to the Administrative Agent customary legal opinions from counsel in the jurisdictions in which the real property covered by the Mortgage is located relating to the enforceability of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent; and (D) provide evidence reasonably satisfactory to the Administrative Agent of payment by the Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies and endorsements contemplated by this clause (b).
(c) With respect to any Restricted Subsidiary that is not an Excluded Subsidiary created or acquired after the Closing Date by any Group Member (which, for the purposes of this Section 6.9(c), shall include any existing Group Member that ceases to be an Excluded Subsidiary) within 90 days after the date of such creation or acquisition (or such longer period as the Administrative Agent (or, to the extent the Administrative Agent is not the Controlling Collateral Agent at such time, the Controlling Collateral Agent) shall reasonably agree, (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest (subject to Permitted Liens) in the Capital Stock of such Restricted Subsidiary that is owned by any Group Member, (ii) deliver to the Administrative Agent (or, to the extent the Administrative Agent is not the Controlling Collateral Agent at such time, the Controlling Collateral Agent) the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and (iii) cause such Restricted Subsidiary (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor and (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest (subject to Permitted Liens) in the Collateral described in the Security Agreement with respect to such Restricted Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (Cc) to deliver to the Administrative Agent a certificate of such Restricted Subsidiary, substantially consistent in form to those delivered on the form of Exhibit K, with appropriate insertions and attachmentsClosing Date pursuant to Section 5.1(f).
(cd) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver Notwithstanding anything to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest contrary in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the abovethis Agreement, (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States); (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) 100% of the certificated equity interests required to be pledged hereunder and under the Security Documents and (y) intercompany notes (including the Global Intercompany Note), nor shall leasehold mortgages, landlord waivers or collateral access agreements be required; and (iii) in no event shall Collateral include any Excluded Assets unless the Borrower Representative so elects. For the avoidance of doubt, and without limitation, Section 6.9 shall apply to any division of a Loan Party and to any division of a Group Member required to become a Loan Party pursuant to the terms of the Loan Documents and to any allocation of assets to a series of a limited liability company.
Appears in 1 contract
Samples: Bridge Loan Credit Agreement (Powerschool Holdings, Inc.)
Additional Collateral, etc. (a1) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any real property or property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), constituting Excluded Property and (z) Excluded Propertyany property with respect to which the Administrative Agent determines that the cost or burden of subjecting such property to a Lien under the Security Documents is disproportionate to the value of the collateral security afforded thereby) or (2) upon the designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as a Restricted Subsidiary, as to which the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of upon request by the Administrative Agent) Agent (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Documents or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Collateral Agent, for the benefit of the LendersSecured Parties, a perfected first priority (subject to Permitted Liens) security interest under the laws of the United States in such property, including the filing of Uniform Commercial Code financing statements in such domestic jurisdictions as may be required by the Security Agreement Documents or by law or as may be reasonably requested by the Administrative Agent. Notwithstanding anything in this Agreement or any other Loan Document to the contrary, no Loan Party will be required to deliver control agreements with respect to the Collateral or to take any action necessary under the laws of any foreign jurisdiction to create or perfect a Lien or, in each case, be considered in breach of or non-compliance with any representation or warranty or covenant herein or in any Loan Document as a result thereof.
(b) With Promptly (and in any event not later than 45 days after the delivery of any financial statements under Section 6.1(a) or 6.1(b), with respect to Capital Stock of any Subsidiary included in such financial statements, which period may be extended by the Administrative Agent from time to time in its discretion), cause (A) all of the Capital Stock (other than Excluded Property) owned by any Loan Party to be pledged to the Collateral Agent, pursuant to an amendment to the Security Documents and/or the schedules thereto if reasonably requested by the Administrative Agent, and (B) together therewith, if and to the extent reasonably requested by the Administrative Agent, the Administrative Agent to receive legal opinions of counsel to the Borrower reasonably acceptable to the Administrative Agent covering such matters in respect of such pledges as the Administrative Agent so requests.
(c) Promptly (and in no event later than 45 days after the delivery of any financial statements under Section 6.1(a) or 6.1(b), with respect to any new Subsidiary included in such financial statements, which period may be extended by the Administrative Agent from time to time in its discretion), cause (i) each of the Borrower’s direct or indirect Domestic Subsidiary Subsidiaries (other than an Excluded Subsidiary), to become a Guarantor and Grantor (as defined in the Guarantee and Collateral Agreement) created by executing and delivering a joinder or assumption agreement to the Guarantee and Collateral Agreement in a form reasonably requested by the Administrative Agent if such Subsidiary is not then a Guarantor and (ii) if and to the extent reasonably requested by the Administrative Agent, cause to be delivered to the Administrative Agent opinions of counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, covering such matters in respect of such new Guarantor and Grantor as the Administrative Agent so requests.
(d) With respect to any fee simple interest in any real property having a fair market value (together with improvements thereof) in the good faith estimation of the Borrower of at least $10,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty 60 days after such acquisition (60) days, provided that or such time period may be extended in the reasonable discretion of later times as the Administrative Agent) Agent may agree in its sole discretion), (i) execute and deliver to a Mortgage, in favor of the Collateral Agent, for its benefit, for the benefit of the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, and for the benefit of the Lenders, covering such real property, creating a perfected first priority security interest Lien on such real property prior and superior in the Capital Stock of right to all other Liens on such new Subsidiary that is owned real property (except Liens permitted by any Loan PartySection 7.3), (ii) deliver to if reasonably requested by the Administrative Agent, provide the Collateral Agent, for its benefit, for the benefit of the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders with (x) title searches in respect of such real property as well as a perfected security interest in the Collateral described in the Security Agreement current map or plat of an as-built survey thereof, together with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement a surveyor’s certificate and (y) any consents or by law or as may be requested estoppels reasonably deemed necessary by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of in connection with such SubsidiaryMortgage, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion each of the Administrative Agent) (i) execute foregoing in form and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant substance reasonably satisfactory to the Administrative Agent, for (iii) deliver a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and evidence of Federal Flood Insurance satisfying the benefit requirements of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), Section 6.5 and (iiiv) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered if reasonably requested by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable deliver to perfect the Agents legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Samples: Credit Agreement (Teradyne, Inc)
Additional Collateral, etc. #96545445v8
(a) (1) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any real property or property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), constituting Excluded Property and (z) any property with respect to which the Administrative Agent determines that the cost or burden of subjecting such property to a Lien under the Security Documents is disproportionate to the value of the collateral security afforded thereby) or (2) upon the designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as a Restricted Subsidiary (which is not an Excluded Property) Subsidiary), as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of upon request by the Administrative Agent) Agent (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, property and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such all actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (subject to (x) in the case of Collateral other than Pledged Stock, Liens permitted by Section 7.2 and (y) in the case of Collateral constituting Pledged Stock, inchoate Liens arising by operation of law and subject to Section 5.9(b)) security interest under the laws of the United States in such property, including the filing of Uniform Commercial Code financing statements in such domestic jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent.
(b) Promptly (and in any event not later than 45 days after the delivery of any financial statements under Section 5.1(a) or 5.1(b), with respect to Capital Stock of any Subsidiary included in such financial statements, which period may be extended by the Administrative Agent from time to time in its discretion), cause all of the Capital Stock (other than Excluded Property) owned by any Loan Party to be pledged to the Administrative Agent and together therewith, (x) the original certificates evidencing such pledged Capital Stock to be delivered to the Administrative Agent, together with appropriate powers executed in blank and (y) if and to the extent reasonably requested by the Administrative Agent, the Administrative Agent to receive legal opinions of counsel to the Borrower reasonably acceptable to the Administrative Agent covering such matters in respect of such pledges as the Administrative Agent so requests.
(c) Promptly (and in no event (x) in the case of (i) a Domestic Subsidiary is formed after the Closing Date, (ii) the designation of any Unrestricted Subsidiary that is a Domestic Subsidiary as a Restricted Subsidiary, (iii) any Restricted Subsidiary that is a Domestic Subsidiary ceasing to be an Immaterial Subsidiary or (iv) any Restricted Subsidiary that is a Domestic Subsidiary ceasing to be an Excluded Subsidiary, no later than 45 days after the delivery of any financial statements under Section 5.1(a) or 5.1(b), with respect to any Subsidiary included in such financial statements and (y) in the case of any Restricted Subsidiary that is a Domestic Subsidiary acquired after the Closing Date, 45 days from the date of such acquisition, in each case, which period may be extended by the Administrative Agent from time to time in its discretion), cause (i) each of the Borrower’s direct or indirect Domestic Subsidiaries (other than an Excluded Subsidiary), to become a Guarantor and Grantor (as defined in the Guarantee and Collateral Agreement) by executing and delivering a joinder or assumption agreement to the Guarantee and Collateral Agreement in a form reasonably requested by the Administrative Agent if such Subsidiary is not then a Guarantor, (ii) to be delivered to the Administrative Agent a certificate of a Responsible Officer of such Subsidiary, attaching and certifying as to, and as applicable: (w) its articles or certificate of incorporation, certificate of organization or limited partnership, or other registered organizational documents, certified as of a recent date to the delivery thereof by the Secretary of State of the jurisdiction of organization of such Subsidiary, (x) its bylaws, partnership agreement, limited liability company agreement, or similar organizational document, (y) resolutions of its board of directors or other equivalent governing body and authorizations authorizing the execution, delivery and performance of the Loan Documents to which it is a party and certifying the name, title and true signature of each officer of such Subsidiary executing the Loan Documents to which it is a party, and (z) certificates of good standing or existence, as may be available from the Secretary of State of the jurisdiction of organization of such Subsidiary, and (iii) if and to the extent reasonably requested by the Administrative Agent, to be delivered to the Administrative Agent opinions of counsel to the Borrower, in form and substance reasonably satisfactory to the Administrative Agent, covering such matters in respect of such new Guarantor and Grantor as the Administrative Agent so requests. #96545445v8
(d) With respect to any fee simple interest in any real property having a fair market value (together with improvements thereof), as of the date of acquisition, in the good faith estimation of the Borrower of at least $10,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.2(g) so long as the contract or other agreement in which such Lien is granted validly prohibits the creation of any other Lien on such real property), promptly and in any event within 90 days after such acquisition (or such later times as the Administrative Agent may agree in its sole discretion), (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, creating a Lien on such real property prior and superior in right to all other Liens on such real property (except Liens permitted by Section 7.2), (ii) if reasonably requested by the Administrative Agent, provide the Administrative Agent, for the benefit of the Secured Parties, with (1) title searches in respect of such real property as well as a current map or plat of an as-built survey thereof, together with a surveyor’s certificate, (2) title insurance policies reasonably satisfactory in form and substance to the Administrative Agent, (3) recently prepared environmental site assessment reports, in each case together with letters executed by the environmental firms preparing such environmental reports, in form and substance satisfactory to the Administrative Agent, authorizing the Administrative Agent and the Lenders to rely on such reports, and (4) any consents or estoppels reasonably deemed necessary by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (iii) deliver a “Life-of-Loan” Federal Emergency Management Agency Standard Flood Hazard Determination and evidence of Federal Flood Insurance satisfying the requirements of Section 5.5 and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary in this Agreement or the Loan Documents, no Mortgage will encumber improved real property that is located in Special Flood Hazard Area in which flood insurance has been made available under the National Flood Insurance Act of 1968, except to the extent that the applicable Loan Party maintains flood insurance with respect to such improved real property in compliance with the requirements of Section 5.5. For purposes of this Section 5.9(d), with respect to any property owned by any Domestic Subsidiary at the time such Domestic Subsidiary is designated as a Restricted Subsidiary pursuant to the terms of this Agreement, such property shall be deemed to have been acquired by such Domestic Subsidiary on the first day of the time period within which such Domestic Subsidiary is required to become or has elected to become a Restricted Subsidiary pursuant to the terms of this Agreement.
(e) If at any time (x) a Foreign Subsidiary or a U.S. Pass Through Foreign Holdco owned directly by a Loan Party shall as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 5.1(a) or Section 5.1(b), have assets with a value in excess of 5.0% of the Consolidated Assets or revenues representing in excess of 5.0% of total revenues of the Borrower and the Restricted Subsidiaries on a consolidated basis as of as of such date or (y) a Loan Party shall acquire a Foreign Subsidiary or a U.S. Pass Through Foreign Holdco that meets the description in clause (x) if such Subsidiary had been a Subsidiary at the time of such financial statements, then in each case within 60 days thereafter (or such later date as the Administrative Agent may agree) the Borrower will take all actions necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority (subject to inchoate Liens arising by operation of law) security interest in the Capital Stock of such new Foreign Subsidiary that is owned by any or U.S. Pass Through Foreign Holdco (other than Excluded Property), as applicable, under the laws of its jurisdiction of formation, and shall deliver customary legal opinions of counsel in such jurisdiction to confirm such security interest.
(f) Without limiting the foregoing, the Borrower will, and will cause each other Loan Party (provided that in no event shall more than 65% of to, execute any and all further documents, financing statements, agreements and instruments, and take all such further actions, which may be required under any applicable law, or which the total outstanding voting Capital Stock Administrative Agent or the Required Lenders may reasonably request, to effectuate the transactions contemplated by the Loan Documents or to grant, preserve, protect or perfect the Liens created by the Security Documents or the validity or priority of any such new Subsidiary be required Lien, all at the expense of the Loan Parties. The Borrower also agrees to be so pledged)provide to the Administrative Agent, and (ii) deliver from time to time upon request, evidence reasonably satisfactory to the Administrative Agent as to the certificates representing such Capital Stock, together with undated stock powers, in blank, executed perfection and delivered by a duly authorized officer priority of the relevant Loan Party, and take such other action as may Liens created or intended to be necessary or, in created by the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest thereinSecurity Documents. Notwithstanding the aboveforegoing, (i) no Capital Stock of anything in #96545445v8 this Agreement or any Subsidiary which is Excluded Property shall be required other Loan Document to be pledged as Collateralthe contrary, and (ii) no Loan Party will be required to deliver control agreements with respect to the Collateral or to take any action in necessary under the laws of any non-U.S. foreign jurisdiction to create or perfect a Lien or, in each case, be considered in breach of or non- compliance with any security interest representation or warranty or covenant herein or in assets located or titled outside of the U.S. or to perfect any security interests in such assetsLoan Document as a result thereof.
Appears in 1 contract
Additional Collateral, etc. (a) With During any Full Security Period, with respect to any property Specified Property acquired after the Closing Effective Date by the Company or any Loan Party of its Required Subsidiaries (other than (xw) any property Specified Property described in paragraph clause (b) or (c) below, (yx) any property Specified Property subject to a Lien expressly permitted by Section 7.3(f6.01(a) or Section 6.01(l), (y) Specified Property acquired by any Excluded Domestic Subsidiary and (z) Excluded PropertySpecified Property acquired by any Foreign Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Specified Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertySpecified Property, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security applicable Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With During any Full Security Period, with respect to any new Domestic Required Subsidiary (other than an Excluded Domestic Subsidiary) created or acquired after the Closing Effective Date by the Company or any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)its Subsidiaries, promptly (and, and in any event, event within sixty thirty (6030) days, provided that days of such time period may be extended in the reasonable discretion of creation or acquisition (or such later date as is agreed to by the Administrative AgentAgent in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Required Subsidiary that is owned by the Company or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary Company or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, 95 to a sale and leaseback transaction), or all or substantially all of the Capital Stock of its Subsidiaries (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that:
(a) any Subsidiary of the Company may be merged, amalgamated or consolidated with or into the Company or any Wholly-owned Subsidiary of the Company (provided that in the form case of Exhibit Keach such merger or consolidation, with appropriate insertions the Company or such Wholly-owned Subsidiary, as the case may be, shall be the continuing or surviving corporation);
(i) any Subsidiary of the Company that is not a Loan Party may liquidate, wind up or dissolve and attachments.(ii) any Loan Party (other than the Company) may liquidate, wind up or dissolve as long as any assets of such entity are transferred to the Company or another Loan Party;
(c) With respect any Subsidiary of the Company may dispose of all or substantially all of its business, property or assets (including its Capital Stock), in one transaction or a series of transactions, to, (i) the Company or any Wholly-owned Subsidiary of the Company (provided that such Wholly-owned Subsidiary shall be a Subsidiary Guarantor) or (ii) to any new Foreign other Person in compliance with Section 6.08; and
(d) the Company or any Subsidiary of the Company may consummate any transaction of merger or consolidation or amalgamation with any Person (other than an Excluded Subsidiary) created or acquired after including, without limitation, any Affiliate of the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) daysCompany), provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary merger, consolidation or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property amalgamation shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsa Permitted Acquisition.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property Collateral acquired after the Closing Date (other than the Settlement Property) or, in the case of inventory or equipment, any material Collateral moved after the Closing Date by any other Loan Party (other than (x) any property Collateral described in paragraph paragraphs (b) or (c) below, (y) any property subject to a Lien expressly permitted by of this Section 7.3(f), and (z) Excluded Property5.09) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within sixty (60) days, provided that 10 days following the date of such time period may be extended in the reasonable discretion of the Administrative Agentacquisition) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents Security Documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Collateral and (ii) take all actions reasonably necessary or advisable to grant to to, or continue on behalf of, the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertyCollateral, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any Collateral consisting of Real Property (other than the Settlement Property) or any material lease of Collateral consisting of Real Property acquired or leased after the Closing Date by the Borrowers or any other Loan Party, promptly (and, in any event, within 10 days following the date of such acquisition) (i) execute and deliver a first priority Mortgage in favor of the Administrative Agent (subject only to Liens permitted by Section 6.02), for the benefit of the Secured Parties, covering such real property and complying with the provisions herein and in the Security Documents, (ii) provide the Secured Parties with title and extended coverage insurance in an Excluded Subsidiaryamount at least equal to the purchase price of such Real Property (or such other amount as the Administrative Agent shall reasonably specify), Surveys, and if applicable, flood insurance, lease estoppel certificates, memoranda or amendments, all in accordance with the standards for deliveries contemplated on the Closing Date, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (iv) deliver to the Administrative Agent a notice identifying, and upon the Administrative Agent's request, provide a copy of, the consultant's reports, environmental site assessments or other documents relied upon by any Loan Party to determine that any such real property included in such Collateral does not contain Hazardous Materials of a form or type or in a quantity or location that could reasonably be expected to result in a material Environmental Liability.
(c) With respect to any Subsidiary created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)Party, promptly (and, in any event, within sixty (60) days, provided that 10 days following such time period may be extended in creation or the reasonable discretion date of the Administrative Agentsuch acquisition) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a valid, perfected first priority security interest in the Capital Stock of Equity Interests in such new Subsidiary that is are owned by any Loan PartyParty (subject only to Liens permitted by Section 6.02), (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital StockEquity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrowers or such Subsidiary, and as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Collateral Agreement (and provide Guarantees of the Obligations) and the Intellectual Property Security Agreement as a Subsidiary Guarantor Agreements and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent Agent, for the benefit of the Lenders Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Intellectual Property Security Agreement or by law or as may be requested by the Administrative Agent and (Civ) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver legal opinions relating to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Effective Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A) and (B), (8), (9), (12), (16), (25), (28), (34) and (z37) Excluded Propertyof the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within ninety (and, in any event, within sixty 90) days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Liens) in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may reasonably be requested by the Administrative Agent. [Reserved] With respect to any new Restricted Subsidiary (other than a Excluded Domestic Subsidiary, DRE Excluded Subsidiary, Foreign Subsidiary or Excluded Subsidiary) created or acquired after the Effective Date by any Group Member (which, for the purposes of this Section 6.9(c), shall include any existing Group Member that was previously an Excluded Domestic Subsidiary, DRE Excluded Subsidiary, Foreign Subsidiary or Excluded Subsidiary that ceases to be an Excluded Domestic Subsidiary, DRE Excluded Subsidiary, Foreign Subsidiary or an Excluded Subsidiary), within ninety (90) days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition or change in status (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such propertynew Subsidiary Guarantor that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such Subsidiary (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected first priority security interest in the Collateral described in the Security Agreement with respect to such Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent, and (c) to deliver to the Administrative Agent a certificate of such Subsidiary, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) other than with respect to Non-Opinion Subsidiaries, if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance reasonably satisfactory to the Administrative Agent. [Reserved.
(b) ] With respect to any new Domestic Restricted Subsidiary (other than which is directly owned by a Borrower or a Guarantor and is an Excluded Domestic Subsidiary) , a DRE Excluded Subsidiary or a Foreign Subsidiary created or acquired after the Closing Effective Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any eventParty, within sixty ninety (6090) days, provided that days (or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement and, to the extent requested by the Administrative Agent, a security agreement compatible with the laws of such Excluded Domestic Subsidiary’s, DRE Excluded Subsidiary’s or Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such new Excluded Domestic Subsidiary, DRE Excluded Subsidiary or Foreign Subsidiary that is owned by any such Loan PartyParty (provided that in no event shall more than 65% of the total outstanding Capital Stock of any such Excluded Domestic Subsidiary, DRE Excluded Subsidiary or Foreign Subsidiary be required to be so pledged) and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause take such new Subsidiary (A) other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to become a party perfect the Administrative Agent’s security interest therein; provided that in the event the stamp, excise or similar taxes of any jurisdiction applicable to the pledge of Capital Stock of any Excluded Domestic Subsidiary, DRE Excluded Subsidiary Guarantee or Foreign Subsidiary organized in such jurisdiction are excessive in relation to customary practices or the benefit afforded to the Secured Parties from such pledge and Security Agreement as a Subsidiary Guarantor the compliance with the provisions of this Section 6.9(e) would result in the imposition of such stamp, excise or similar taxes on the Initial Borrower and a Pledgorits Restricted Subsidiaries, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for may elect not to require the benefit Loan Parties to pledge such Capital Stock of the Lenders a perfected security interest any such Excluded Domestic Subsidiary, DRE Excluded Subsidiary or Foreign Subsidiary or not to require such pledge to be recorded or registered in the Collateral described in the Security Agreement with respect any applicable jurisdiction, or may defer such requirement to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions date or time as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) may determine. With respect to any new Foreign Excluded Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Effective Date by any Loan PartyParty (but excluding any such Subsidiary that is an Excluded Domestic Subsidiary, promptly a DRE Excluded Subsidiary or a Foreign Subsidiary and any Excluded Subsidiary to the extent a pledge of the Capital Stock of such entity is prohibited by its Organizational Documents or requires the consent of any Person party thereto (and, in any eventother than a Group Member)), within sixty ninety (6090) days, provided that days (or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such new Excluded Subsidiary (other than Capital Stock constituting an Excluded Asset) that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Party, and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Group Member and take (iii) cause such other action as may be necessary ornew Excluded Subsidiary to deliver to the Administrative Agent a certificate of such Excluded Subsidiary, in the opinion of form and substance reasonably acceptable to the Administrative Agent, desirable to perfect the Administrative Agent’s security interest thereinwith appropriate insertions and attachments. Notwithstanding anything to the above, contrary in this Agreement (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets., including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) certificated equity interests in the Initial Borrower and material wholly-owned Restricted Subsidiaries thereof otherwise required to be pledged and (y) the Global Intercompany Note;
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that three Business Days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $1,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together with undated stock powers, which opinions shall be in blank, executed form and delivered by a duly authorized officer of the relevant Loan Partysubstance, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgorfrom counsel, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant reasonably satisfactory to the Administrative Agent. In connection with the foregoing, for no later than five (5) Business Days prior to the benefit of date on which a Mortgage is executed and delivered pursuant to this Section 6.12, in order to comply with the LendersFlood Laws, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent (for delivery to each Lender) shall have received the certificates representing such Capital Stockfollowing documents (collectively, together with undated stock powers, in blank, executed and delivered by the “Flood Documents”): (A) a duly authorized officer completed standard “life of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.loan” flood hazard
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A) and (B), (8), (9), (12), (16), (26), (29), (35) and (z38) Excluded Propertyof the definition of “Permitted Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 90 days (and, in any event, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Liens permitted under Section 7.7) in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) With Subject to the last sentence of this paragraph, with respect to any new Domestic Subsidiary interest in any Material Property either (other than an Excluded Subsidiaryi) created or acquired after owned at the Closing Date by any Loan Party or (whichii) acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (38) of the definition of “Permitted Liens” to the extent and for so long as the purposes obligations relating to such Liens do not permit a Lien on such property in favor of this paragraph (bthe Secured Parties), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly within 90 days (and, in any event, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security covering such interest in the Capital Stock of such new Subsidiary that is owned by any Loan Partyreal property, (ii) deliver if requested by the Administrative Agent, provide the Lenders with a Title Policy as well as a current ALTA survey thereof (or an existing ALTA survey (accompanied if necessary by a “no-change” affidavit and/or other documents) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy), together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party that is property of the type which would otherwise constitute Collateral subject to the Lien created by any of the Security Documents but is not yet so subject (other than including, without limitation, (x) all Capital Stock held by any property described Loan Party in paragraph (b) any newly formed or (c) below, acquired Subsidiary of the Parent Borrower and (y) all Capital Stock held by any property subject to a Lien expressly permitted by Section 7.3(fLoan Party in any Affiliated Investor) (collectively, the “After-Acquired Property”), and promptly but in any event within 60 days after the end of the fiscal year during which such property was acquired (z) Excluded Property) or by such later date as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, Agent may agree in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agentits sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably necessary or advisable request to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable reasonably requested to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including (A) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative AgentAgent and (B) the delivery of the certificates (if any) representing any such Capital Stock acquired (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Capital Stock); provided that to extent that the documents described in clause (i) of this clause (a) have not been executed and delivered or the actions described in clause (ii) of this clause (a) have not been taken, in each case, with respect to any After-Acquired Property with an aggregate value in excess of 5.0% of the Total Asset Value at any time, the Parent Borrower shall cause the requirements set forth in clauses (i) and (ii) of this clause (a) to be met within 60 days after the end of the fiscal quarter during which such limit was exceeded to the extent necessary to eliminate such excess.
(b) With respect to any new Wholly-Owned Subsidiary of the Parent Borrower that is a Domestic Subsidiary (other than an Excluded Subsidiary or an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary or Excluded Foreign Subsidiary) (collectively, the “New Subsidiaries”), promptly (and, but in any event, event within sixty (60) days, provided that such time period may be extended in 60 days after the reasonable discretion end of the fiscal year during which such New Subsidiary was created or acquired (or by such later date as the Administrative Agent) Agent may agree in its sole discretion), (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable may reasonably request to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new New Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new New Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable reasonably requested to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new New Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such New Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachmentsattachments and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that to extent that such New Subsidiaries that have not yet executed and delivered the documents and taken the actions described in clauses (i) through (iv) of this clause (b) have assets with an aggregate value in excess of 5.0% of the Total Asset Value at any time, the Parent Borrower shall cause such New Subsidiaries to comply with clauses (i) through (iv) of this clause (b) within 60 days after the end of the fiscal quarter during which such limit was exceeded to the extent necessary to eliminate such excess.
(c) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date directly by any Loan Party, promptly (and, but in any event, event within sixty (60) days, provided that such time period may be extended in 60 days after the reasonable discretion end of the fiscal year during which such New Excluded Foreign Subsidiary was created or acquired (or by such later date as the Administrative AgentAgent may agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable may reasonably request to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock Stock, as determined for U.S. federal income tax purposes, of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or reasonably requested by the Administrative Agent to perfect the Administrative Agent’s security interest therein and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing or any other provision of the Loan Documents, the Loan Parties shall not be required to undertake such perfection actions in any jurisdictions outside the United States.
(d) Notwithstanding the foregoing, each Other Merger Party and each of their Subsidiaries that are Wholly-Owned Subsidiaries and Domestic Subsidiaries of the Parent Borrower after giving effect to the Transactions (other than an Excluded Subsidiary, an Excluded Foreign Subsidiary or an Other Merger Party Excluded Subsidiary) (collectively, the “Merger Loan Parties”) shall promptly but in any event within sixty (60) days after the Closing Date (or by such later date as the Administrative Agent may agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent may reasonably request to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such Merger Loan Party that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such Merger Loan Party (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such actions necessary or reasonably requested to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Merger Loan Party, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent; (provided, that, the Administrative Agent may agree, in its sole discretion, to permit any Merger Loan Party an additional amount of time following its joinder to the Guarantee and Collateral Agreement to comply with any Control Agreement requirements set forth therein (the date by which any such compliance shall be required, the “Merger Party Compliance Date” with respect to such Merger Loan Party) and (C) to deliver to the Administrative Agent a certificate of such Merger Loan Party, substantially in the form of Exhibit C, with appropriate insertions and attachments and (iv) deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, in no event shall any Other Merger Party Excluded Subsidiary or its assets contribute to the Maximum Permitted Outstanding Amount.
(e) Notwithstanding anything set forth herein or any of the other Loan Documents, with respect to any Collateral that is not included in the calculation of the Maximum Permitted Outstanding Amount, the Loan Parties shall not be required to obtain third party acknowledgements, agreements or consents in support of the creation, perfection or enforcement of security interests in such Collateral. In addition, the requirements of this Section 6.10 shall not apply to (i) any assets or Subsidiaries created or acquired after the Closing Date, as applicable, as to which the Administrative Agent has reasonably determined, and has advised the Parent Borrower, that such requirements need not be satisfied because, inter alia, the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein or (ii) require the pledge of any Qualified Non-Pledged Asset or other Investment Asset that would otherwise constitute Excluded Collateral (as defined in the Guarantee and Collateral Agreement).
(f) Notwithstanding anything to the contrary set forth in this Agreement, each Subsidiary Borrower and any other applicable Loan Party shall, on the date such Subsidiary becomes a Subsidiary Borrower under this Agreement, (A) execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents) as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such Subsidiary Borrower, (B) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the Parent Company or such other Loan Party, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (iC) no Capital Stock execute and deliver to the Administrative Agent such amendments to such Security Documents (or such additional Security Documents and guarantee documents) as the Administrative Agent deems necessary or advisable for such Subsidiary Borrower to become a party to each applicable Security Document and guarantee document in its capacity as a Subsidiary Borrower, (D) execute and deliver such other documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of any Subsidiary which is Excluded Property shall be required to be pledged as Collateralthe Lenders, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any a security interest in assets located or titled outside such property of such Subsidiary Borrower that is of the U.S. type included in the Collateral and (E) take all actions necessary or advisable to perfect any grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected security interests interest in such assetsproperty having the highest priority then available, including the filing of Uniform Commercial Code financing statements (or equivalent documents under local law) in such jurisdictions as may be required by the Security Documents or by law or as may be reasonably requested by the Administrative Agent.
Appears in 1 contract
Additional Collateral, etc. (axxxiv) With respect to any property acquired after the Closing Restatement Effective Date by any Loan Party (other than (x) any Excluded Asset, (y) any property described in paragraph (b), (c) or (cd) below, below and (yz) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within 30 days (and, in any event, within sixty (60) days, provided that or such time period later date as may be extended in the reasonable discretion of agreed by the Administrative Agent) (i) give notice of such acquisition to the Administrative Agent and, if requested by the Administrative Agent, execute and deliver to the Administrative Agent such amendments to the Security U.S. Guarantee and Collateral Agreement or Canadian Guarantee and Collateral Agreement, as applicable, or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyproperty (subject to Liens permitted by Section 7.3), including the filing of Uniform Commercial Code financing statements or PPSA financing statements in such jurisdictions as may be required by the Security U.S. Guarantee and Collateral Agreement or the Canadian Guarantee and Collateral Agreement, as applicable, or by law or as may be reasonably requested by the Administrative Agent.
(ba) With respect to any new Wholly Owned Domestic Subsidiary (other than an Excluded Domestic Subsidiary) created or acquired after the Closing Restatement Effective Date by any U.S. Loan Party (which, for the purposes of this paragraph (b), shall include any existing Domestic Subsidiary that ceases to be an Excluded Domestic Subsidiary), promptly within 30 days (and, in any event, within sixty (60) days, provided that or such time period later date as may be extended in the reasonable discretion of agreed by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security U.S. Guarantee and Collateral Agreement as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any U.S. Loan PartyParty (subject to Liens permitted by Section 7.3 consisting of nonconsensual Liens arising by operation of law), (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (to the extent certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant U.S. Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary U.S. Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security U.S. Guarantee and Collateral Agreement with respect to such new SubsidiarySubsidiary (subject to Liens permitted by Section 7.3), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security U.S. Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent, and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit D, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(b) With respect to any new Wholly Owned Canadian Subsidiary (other than an Excluded Canadian Subsidiary) created or acquired after the Restatement Effective Date by any Canadian Loan Party (which, for the purposes of this paragraph (c), shall include any existing Canadian Subsidiary that ceases to be an Excluded Canadian Subsidiary), within 30 days (or such later date as may be agreed by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Canadian Collateral Documents as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Canadian Loan Party (subject to Liens permitted by Section 7.3 consisting of nonconsensual Liens arising by operation of law), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (to the extent certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Canadian Loan Party, (iii) cause such new Subsidiary (A) to become a party to the Canadian Collateral Documents, (B) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Canadian Guarantee and Collateral Agreement with respect to such new Subsidiary (subject to Liens permitted by Section 7.3), including the filing of PPSA financing statements in such jurisdictions as may be required by the Canadian Collateral Documents or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KD, with appropriate insertions and attachments, and (iv) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new CFC Holdco or Foreign Subsidiary (in each case, other than an Excluded Immaterial Subsidiary) created or acquired after the Closing Restatement Effective Date by any U.S. Loan Party or any Foreign Subsidiary (other than a Canadian Subsidiary or an Immaterial Subsidiary) created or acquired after the Restatement Effective Date by any Canadian Loan Party, promptly within 30 days (and, in any event, within sixty (60) days, provided that or such time period later date as may be extended in the reasonable discretion of agreed by the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security U.S. Guarantee and Collateral Agreement or Canadian Guarantee and Collateral Agreement, as applicable, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is directly owned by any such U.S. Loan Party (subject to Liens permitted by Section 7.3 consisting of nonconsensual Liens arising by operation of law) (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary of such U.S. Loan Party be required to be so pledged)) or Canadian Loan Party, and as applicable, (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (to the extent certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant U.S. Loan Party or Canadian Loan Party, as applicable, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable Agent reasonably deems necessary or advisable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) Notwithstanding anything to the contrary in this Section 6.10, no Loan Party will Group Member shall be required to take any action in any non-U.S. jurisdiction order to create any perfect the security interest in assets located or titled outside the Collateral granted to the Administrative Agent for the ratable benefit of the U.S. Secured Parties under the laws of any jurisdiction outside the United States or to perfect any security interests in such assetsCanada.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f6.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agentfive Business Days) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 6.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new direct or indirect Material Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for including pursuant to the purposes of this paragraph (bInitial Acquisition and any Permitted Acquisition), shall include and any Immaterial Subsidiary existing as of the Closing Date which becomes a Material Domestic Subsidiary that ceases to be an Excluded Subsidiary)after the Closing Date, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Material Domestic Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such customary documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital StockStock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Material Domestic Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security Agreement Guarantee and Collateral Agreement, with respect to such new Material Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Material Domestic Subsidiary, substantially in a from reasonably satisfactory to the form of Exhibit KAdministrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Material First Tier Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement Guarantee and Collateral Agreement, as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Material First Tier Foreign Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock of any such new Material First Tier Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if certificated), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any Foreign Pledge Documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in customary form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) Each Loan Party will be required shall use commercially reasonable efforts to take obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of its headquarters location and from the lessor of or the bailee related to any action other location where in excess of $100,000 of Collateral is stored or located, which agreement or letter, in any non-U.S. jurisdiction such case, shall contain a waiver or subordination of all Liens or claims that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to create the Administrative Agent. Each Loan Party shall pay and perform its material obligations under all leases and other agreements with respect to each leased location or public warehouse where any security interest Collateral is or may be located, except where such obligation is contested in assets located or titled outside good faith and adequate reserves with respect thereto are maintained on the books of the U.S. or applicable Group Member in conformity with (and to perfect any security interests in such assetsthe extent required by) GAAP.
Appears in 1 contract
Samples: Credit Agreement (ShoreTel Inc)
Additional Collateral, etc. (a) With respect to any property new Subsidiary (other than an Excluded Foreign Subsidiary or an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agentwhich, for the benefit purposes of the Lendersthis paragraph (a), does not have a perfected Lienshall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary or an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property Guarantee and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the any certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(b) Upon the addition of any new Real Property as a Borrowing Base Property after the Closing Date, the Borrower shall deliver to the Administrative Agent (a) a certificate of a Responsible Officer certifying that such Real Property satisfies the eligibility criteria set forth in the definition of “Borrowing Base Property”, certifying as to compliance with the financial covenants on a pro-forma basis after giving effect to the addition of such Real Property as a Borrowing Base Property, which certificate shall include calculations in reasonable detail demonstrating such compliance, including as to the calculation of Borrowing Base Value, and certifying that the representations and warranties regarding the Collateral set forth in Article 4 remain true and correct after giving effect to the addition of such Borrowing Base Property, (b) an updated schedule of all Borrowing Base Properties and (c) a copy of the lease for such Real Property, a lease abstract for such Real Property, an operating statement for such Real Property, in each case certified by an officer of the Borrower as being true and correct, and such other information regarding such Real Property as the Agents may reasonably request. From and after the date of delivery of such certificate, schedule and information and so long as such Real Property continues to satisfy the eligibility criteria set forth in the definition of “Borrowing Base Property”, such Real Property shall be treated as a Borrowing Base Property hereunder.
(c) With respect to Upon the inclusion of any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended Mortgage Note in the reasonable discretion computation of Borrowing Base Value, the Administrative Agent) Borrower shall (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital StockMortgage Note, together with undated stock powersan allonge assigning such Mortgage Note, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside an assignment of the U.S. mortgage securing such Mortgage Note, in blank, executed by a duly authorized officer of the relevant Group Member and (iii) an updated schedule of all Mortgage Notes included in the computation of Borrowing Base Value.
(d) The Borrower will, and will cause each of its Subsidiaries to, cooperate with the Lenders and the Administrative Agent and execute such further instruments and documents as the Lenders or the Administrative Agent shall reasonably request to perfect any security interests in such assets.carry out to their satisfaction the transactions contemplated by this Agreement and the other Loan Documents
Appears in 1 contract
Samples: Revolving Credit and Term Loan Agreement (Medical Properties Trust Inc)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral and not constituting Excluded Assets) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that ten Business Days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably deem necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $1,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty ninety (6090) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor's certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together with undated stock powers, which opinions shall be in blank, executed form and delivered by a duly authorized officer of the relevant Loan Partysubstance, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgorfrom counsel, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant reasonably satisfactory to the Administrative Agent. In connection with the foregoing, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party no later than five (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii5) deliver Business Days prior to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, date on which a Mortgage is executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary orpursuant to this Section 6.12, in order to comply with the opinion of the Administrative AgentFlood Laws, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.the
Appears in 1 contract
Additional Collateral, etc. (axxiv) With respect to any property personal Property acquired after the Closing Amendment Effective Date by the Parent or any Loan Party of its Subsidiaries (other than (w) any leasehold, easement or fee interest in real property, (x) any property described in paragraph (b) or (c) below, (y) any property Property subject to a Lien expressly permitted by Section 7.3(f7.3(g), (y) Property acquired by an Excluded Subsidiary and (z) Excluded PropertyProperty acquired directly by the Parent, Holdings or SBA Senior Finance other than the Capital Stock of a Person of which any of Holdings, SBA Senior Finance or the Borrower is a Subsidiary) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertyProperty, including without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(ba) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Amendment Effective Date by any Loan Party (which, for the purposes of this paragraph (b)paragraph, shall include any existing Subsidiary that ceases to be an Excluded Subsidiary or Securitization Subsidiary)) by the Borrower or any of its Subsidiaries, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by the Borrower or any Loan Partyof its Subsidiaries, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Subsidiary, and as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including including, without limitation, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent Agent, and (Civ) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiarylegal opinions relating to the matters described above, substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent.
(cb) With respect to any new Foreign Excluded Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Amendment Effective Date by the Borrower or any Loan Partyof its Subsidiaries, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Excluded Subsidiary that is owned by the Borrower or any such Loan Party of its Subsidiaries (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrower or such Excluded Subsidiary, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Lien of the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as CollateralAgent thereon, and (iiiii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, no Loan Party will local perfection measures shall be required to take any action taken in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsforeign jurisdication.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent. To the extent that a Lien on Real Property is required pursuant to this Section 6.10(a), (x) the Borrower shall notify the Administrative Agent and all Lenders to promptly after the Borrower obtains knowledge thereof, to permit the Adminstrative Agent and each Lender to comply with the Flood Insurance Laws and (y) no later than 30 days prior to the date on which a mortgage is executed and delivered pursuant to this Agreement the Administrative Agent shall have received a completed “life of the loan” Federal Emergcy Management Agency Standard Flood Hazard Determination with respect to each Real Property subject to the mortgage on which any “building” (as defined in the Flood Insurance Laws) is located, duly executed and acknowledged by the appropriate Loan Parties, together with evidence of flood insurance as and to the extent required by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgorpledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) any other Excluded PropertyAssets (as defined in the Guarantee and Collateral Agreement) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty three Business Days (60) days, provided that or such time period may be extended in the reasonable discretion of later date as the Administrative AgentAgent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, other applicable Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a security interest in such property as credit support for the applicable Obligations and (ii) take all actions as may be reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties as credit support for the applicable Obligations, a perfected first priority (except as permitted by Section 7.3) security interest and Lien in such property, including including, but not limited to, the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any fee interest in any real property having a fair market value (together with improvements thereof) of at least $1,000,000 acquired after the Closing Date by any Loan Party (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and in any event within 30 Business Days (or such longer period as the Administrative Agent may agree in its sole discretion), to the extent requested by the Administrative Agent, (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the ratable benefit of the Secured Parties as credit support for the applicable Obligations, covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Domestic direct or indirect Subsidiary (other than an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)Party, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the ratable benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned directly or indirectly by any such Loan Party, (ii) deliver to the Administrative Agent such documents and instruments as may be required to grant, perfect, protect and ensure the priority of such security interest, including but not limited to, the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions as are necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.Secured Parties a
(cd) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (andpromptly, and in any event, event within sixty 30 Business Days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent may agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or other applicable Security Agreement Documents, as the Administrative Agent deems may reasonably deem necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock (to the extent not constituting Excluded Assets (as defined in the Guarantee and Collateral Agreement)) of such new Excluded Foreign Subsidiary that is owned directly by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock (including any “stock entitled to vote” within the meaning of U.S. Treasury Regulation Section 1.956-2(c)) of any such new Excluded Foreign Subsidiary be required to be so pledgedpledged to secure the Obligations of the Loan Parties), and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action (including, as applicable, the delivery of any foreign law pledge documents reasonably requested by the Administrative Agent) as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no if reasonably requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) At the request of the Administrative Agent, each Loan Party will shall use commercially reasonable efforts to obtain a landlord’s agreement or bailee letter, as applicable, from the lessor of each leased property or bailee with respect to any warehouse, processor or converter facility or other location where Collateral with a value in excess of $1,000,000 is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims (subject to agreed upon exceptions) that the landlord or bailee may assert against the Collateral at that location, and shall otherwise be required reasonably satisfactory in form and substance to take the Administrative Agent. Each Loan Party shall pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any action in any non-U.S. jurisdiction Collateral is or may be located, unless the failure to create any security interest in assets located or titled outside of the U.S. or do so could not reasonably be expected to perfect any security interests in such assetshave a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Teladoc, Inc.)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party (other than (v) real property, (w) Excluded Collateral, (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), 7.3(e) and (z) Excluded Propertyas otherwise set forth in the Security Documents) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly within thirty (and, in any event, within sixty 30) days of the acquisition thereof (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable requests to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable requested by the Administrative Agent to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest (to the extent and with the priority required by the Guarantee and Collateral Agreement in such property), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof and any related mineral rights owned by any Loan Party intended to be accessed through such real property) created or of at least $10,000,000 (as determined at the time of acquisition) acquired after the Closing Date by any Loan Party (whichother than (x) Excluded Collateral, for (y) any such real property subject to a Lien expressly permitted by Section 7.3(e) and (z) as otherwise set forth in the purposes of this paragraph (bSecurity Documents), shall include any existing Subsidiary that ceases deliver, or cause to be an Excluded Subsidiary), promptly (and, in any eventdelivered, within sixty forty- five (6045) days, provided that days after the acquisition of such time real property (or such longer period may be extended in the reasonable discretion of as the Administrative Agent, in its sole discretion, shall agree to), to the extent the same would be required under Section 5.1(h) if such real property were owned by a Loan Party on the Closing Date, (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a fully executed Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property (with a perfected first priority security interest maximum value not to exceed the cost of acquisition (excluding the value of any such mineral rights) in the Capital Stock of such new Subsidiary that any jurisdiction in which a mortgage recording tax is owned by any Loan Partypayable), subject to Liens as permitted pursuant to Section 7.3, (ii) deliver provide the Administrative Agent with title and extended coverage insurance covering such real property in an amount not in excess of the existing Commitments at the time of acquisition, subject to the same general provisions as contained in Section 5.1(h)(iii), as well as a current survey thereof together with a surveyor’s certificate (if applicable) in form and substance reasonably satisfactory to the Administrative Agent Agent, subject to the certificates representing such Capital Stocksame general provisions of Section 5.1(h)(ii); provided, together with undated stock powershowever, in blank, executed and delivered that the survey requirements of this Section 6.9(b) may be satisfied by a duly authorized officer of the relevant Loan Partycustomary “no change” affidavit with respect to any pre-existing or newly commissioned survey obtained in connection with such acquisition (if acceptable for survey coverage), and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if requested by the Administrative Agent and (C) to deliver Agent, legal opinions relating only to the Administrative Agent a certificate validity and enforceability (but not the priority) of the Lien of such SubsidiaryMortgage, substantially which opinions shall be in the form of Exhibit Kand substance, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Partyfrom counsel, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant reasonably satisfactory to the Administrative Agent. For the avoidance of doubt, for if the benefit of the Lenders, a perfected security fee interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property real property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside acquired without a title policy and/or survey which would otherwise meet the foregoing requirements of the U.S. or to perfect any security interests in such assets.this
Appears in 1 contract
Samples: Term Loan Credit Agreement
Additional Collateral, etc. (a) With respect to any property Material Domestic Subsidiary acquired in the Acquisition by any Group Member, other than Xxxxxxx Southeast LLC, promptly, but in any event within fifteen (15) days after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b) or (c) belowFunding Date, (y) any property subject to a Lien expressly permitted by Section 7.3(f), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute cause such Material Domestic Subsidiary (A) to become a party to the Guarantee and Pledge Agreement and (B) to deliver to the Administrative Agent a certificate of such amendments Material Domestic Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (ii) deliver to the Security Agreement or such other documents as the Administrative Agent deems legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably necessary or advisable to grant satisfactory to the Administrative Agent; provided, for however, that the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary legal opinion with respect to “no conflicts” with material contracts or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may agreements shall not be required by to be delivered until 30 days after the Security Agreement or by law or as may be requested by the Administrative AgentFunding Date.
(b) With respect to any new Material Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Funding Date by any Loan Party (which, for the purposes of this paragraph (b), shall include Group Member or with respect to any existing Domestic Subsidiary that ceases becomes a Material Domestic Subsidiary after the Funding Date by virtue of meeting the qualifications set forth in the definition of Material Subsidiary, promptly, but in any event within fifteen (15) days after such creation, acquisition or qualification, (i) cause such new Domestic Subsidiary (A) to become a party to the Guarantee and Pledge Agreement and (B) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit C, with appropriate insertions and attachments, and (ii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be an Excluded in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any “first-tier” Foreign Subsidiary acquired in the Acquisition by any Group Member (other than by any Group Member that is a Foreign Subsidiary or any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) promptly, but in any event within fifteen (15) days after the Funding Date, execute and deliver to the Administrative Agent such amendments or joinders to the Security Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new “first-tier” Foreign Subsidiary under U.S. federal, state and local law that is owned by any Loan Partysuch Group Member (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), (ii) to the extent certificated, promptly, but in any event within sixty (60) days after the Funding Date, deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action under U.S. federal, state and local law as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) cause such new Subsidiary promptly, but in any event within fifteen (A15) to become a party to days after the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a PledgorFunding Date, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if requested by the Administrative Agent and (C) to Agent, deliver to the Administrative Agent a certificate of such Subsidiarylegal opinions relating to the matters described above, substantially which opinions shall be in form and substance, and from U.S. counsel, reasonably satisfactory to the form of Exhibit KAdministrative Agent; provided, however, that the legal opinion with appropriate insertions and attachmentsrespect to “no conflicts” with material contracts or agreements shall not be required to be delivered until 30 days after the Funding Date.
(cd) With respect to any new “first-tier” Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Funding Date by any Loan PartyGroup Member (other than by any Group Member that is a Foreign Subsidiary or any Domestic Subsidiary that is a Subsidiary of a Foreign Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) promptly, but in any event within fifteen (15) days after such creation or acquisition, execute and deliver to the Administrative Agent such amendments or joinders to the Security Guarantee and Pledge Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new “first-tier” Foreign Subsidiary under U.S. federal, state and local law that is owned by any such Loan Party Group Member (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) to the extent certificated, promptly, but in any event within sixty (60) days after such creation or acquisition, deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action under U.S. federal, state and local law as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding , and (iii) promptly, but in any event within fifteen (15) days after the Funding Date, if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from U.S. counsel, reasonably satisfactory to the Administrative Agent.
(e) With respect to Fiberprep Inc., if Fiberprep Inc. continues to exist as a legal entity on the date of the first anniversary of the Funding Date, promptly (i) no Capital Stock cause it to (A) become a party to the Guarantee and Pledge Agreement and (B) deliver to the Administrative Agent a certificate, substantially in the form of any Subsidiary which is Excluded Property shall be required to be pledged as CollateralExhibit C, with appropriate insertions and attachments, and (ii) no Loan Party will if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Samples: Credit Agreement (Kadant Inc)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty (60) days, provided that three Business Days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its reasonable discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $2,000,000 acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty 60 days (60) days, provided that or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than 5 Business Days prior to the date on which a Mortgage is executed and delivered by a duly authorized officer of pursuant to this Section 6.12, in order to comply with the relevant Loan PartyFlood Laws, and the Administrative Agent (iiifor delivery to each Lender) cause such new Subsidiary shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”) and such other documents as any Lender may reasonably request to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelycomplete its flood due diligence, (B) if the improvement(s) to take the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such actions necessary Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or advisable overnight delivery), and (D) if the Loan Party Notice is required to grant be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent for the benefit and each Lender (any of the Lenders a perfected security interest in foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the Collateral described in contrary, no Mortgage will be executed and delivered until each Lender has confirmed to the Security Agreement Administrative Agent that such Lender has satisfactorily completed its flood insurance due diligence and compliance requirements. Each of the parties hereto acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Revolving Commitments (including the provision of any Increase, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Revolving Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned upon): (A) the prior delivery of all applicable Flood Documents with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions Mortgaged Properties as may be required by the Security Agreement or Flood Laws and as otherwise reasonably required by law or as may be requested by the Lenders and (B) the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided having received written confirmation from each Lender that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lender has satisfactorily completed its flood insurance due diligence and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetscompliance requirements.
Appears in 1 contract
Samples: Credit Agreement (SmartRent, Inc.)
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g)), and (z) Excluded Property) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty three (603) days, provided that Business Days or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall agree in its sole discretion) to the extent requested by the Administrative Agent (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to evidence that such Loan Party is a Guarantor and to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable in the reasonable opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority (except as expressly permitted by Section 7.3) security interest and Lien in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement (or any comparable foreign collateral document) or by law or as may be reasonably requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a fair market value (other than an Excluded Subsidiarytogether with improvements thereof) created of at least $5,000,000 (or such greater amount as the Administrative Agent may agree in its sole discretion) acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (bother than any such real property subject to a Lien expressly permitted by Section 7.3(g), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, and in any event, event within sixty (60) days, provided that days (or such longer time period as the Administrative Agent may be extended agree in its sole discretion)) after such acquisition, to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of covering such new Subsidiary that is owned by any Loan Partyreal property, (ii) if requested by the Administrative Agent, provide the Lenders with title and extended coverage insurance covering such real property in an amount not in excess of the fair market value as reasonably estimated by the Borrower as well as a current ALTA survey thereof, together with a surveyor’s certificate, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. In connection with undated stock powersthe foregoing, in blank, no later than five (5) Business Days prior to the date on which a Mortgage is executed and delivered by a duly authorized officer of pursuant to this Section 6.12, in order to comply with the relevant Loan PartyFlood Laws, and the Administrative Agent (iiifor delivery to each Lender) cause such new Subsidiary shall have received the following documents (collectively, the “Flood Documents”): (A) a completed standard “life of loan” flood hazard determination form (a “Flood Determination Form”) and such other documents as any Lender may reasonably request to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelycomplete its flood due diligence, (B) if the improvement(s) to take the applicable improved real property is located in a special flood hazard area, a notification to the applicable Loan Party (if applicable) (“Loan Party Notice”) that flood insurance coverage under the National Flood Insurance Program (“NFIP”) is not available because the community does not participate in the NFIP, (C) documentation evidencing the applicable Loan Party’s receipt of any such actions necessary Loan Party Notice (e.g., countersigned Loan Party Notice, return receipt of certified U.S. Mail, or advisable overnight delivery), and (D) if the Loan Party Notice is required to grant be given and, to the extent flood insurance is required by any applicable Requirement of Law or any Lenders’ written regulatory or compliance procedures and flood insurance is available in the community in which the property is located, a copy of one of the following: the flood insurance policy, the applicable Loan Party’s application for a flood insurance policy plus proof of premium payment, a declaration page confirming that flood insurance has been issued, or such other evidence of flood insurance that complies with all applicable laws and regulations reasonably satisfactory to the Administrative Agent for the benefit and each Lender (any of the Lenders a perfected security interest in foregoing being “Evidence of Flood Insurance”). Notwithstanding anything contained herein to the Collateral described in contrary, no Mortgage will be executed and delivered until each Lender has confirmed to the Security Agreement Administrative Agent that such Lender has satisfactorily completed its flood insurance due diligence and compliance requirements. Each of the parties hereto acknowledges and agrees that, if there are any Mortgaged Properties, any increase, extension or renewal of any of the Commitments, including the provision of any Incremental Facility, but excluding (i) any continuation or conversion of borrowings, (ii) the making of any Revolving Loans or Swingline Loans or (iii) the issuance, renewal or extension of Letters of Credit) shall be subject to (and conditioned upon): (A) the prior delivery of all applicable Flood Documents with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions Mortgaged Properties as may be required by the Security Agreement or Flood Laws and as otherwise reasonably required by law or as may be requested by the Lenders and (B) the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachments.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided having received written confirmation from each Lenders that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute Lender has satisfactorily completed its flood insurance due diligence and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetscompliance requirements.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired after the Closing Date by any Loan Party (other than (x) any property described in paragraph (b), (c) or (cd) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f7.3(g), and (z) any other Excluded PropertyAssets (as defined in the Guarantee and Collateral Agreement)) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly (and, and in any event, event within sixty 30 days (60) days, provided that or such time period may be extended in the reasonable discretion of later date as the Administrative AgentAgent may agree in its sole discretion)) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement, other applicable Security Agreement Documents or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property as credit support for the Obligations and (ii) take all actions as may be reasonably necessary or advisable in the opinion of the Administrative Agent to grant to the Administrative Agent, for the benefit of the Secured Parties as credit support for the Obligations, a perfected first priority (except as permitted by Section 7.3) security interest and Lien in the Capital Stock of such new Subsidiary that is owned by any Loan Partyproperty, (ii) deliver to the Administrative Agent the certificates representing such Capital Stockincluding, together with undated stock powersbut not limited to, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachmentsAgent.
(cb) With respect to any new Foreign Subsidiary fee interest in any real property having a book value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $5,000,000 acquired after the Closing Date by any Loan PartyParty (other than any such real property subject to a Lien expressly permitted by Section 7.3(g)), promptly (and, and in any eventevent within 60 days (or such longer period as the Administrative Agent may agree in its sole discretion), within sixty (60) days, provided that such time period may be extended in to the reasonable discretion of extent requested by the Administrative Agent) , (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the LendersSecured Parties as credit support for the Obligations, a perfected security interest covering such real property, (ii) if requested by the Administrative Agent, provide the Lenders with (x) title and extended coverage insurance covering such real property in an amount at least equal to the Capital Stock purchase price of such new Subsidiary that is owned real property (or such other amount as shall be reasonably specified by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate, and (iiy) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the certificates representing such Capital Stockmatters described above, together with undated stock powers, which opinions shall be in blank, executed form and delivered by a duly authorized officer of the relevant Loan Partysubstance, and take such other action as may be necessary orfrom counsel, in the opinion of reasonably satisfactory to the Administrative Agent. The parties acknowledge that there are no Mortgages or Mortgaged Properties as of the Closing Date. In the event that after the Closing Date the Loan Parties are required by the terms of this Section 6.12(b) to execute and delivery any Mortgage in respect of any Mortgaged Property, desirable the Loan Parties covenant and agree to perfect comply with the mortgage requirements of each of the Lenders. In furtherance of the foregoing, the Administrative Agent’s security interest therein. Notwithstanding Agent shall not enter into any Mortgage in respect of any real property acquired by the above, Borrower or any other Loan Party after the Closing Date until (1) the date that occurs 30 days after the Administrative Agent has delivered to the Lenders (which may be delivered electronically) the following documents in respect of such real property: (i) no Capital Stock a completed flood hazard determination from a third party vendor; (ii) if such real property is located in a “special flood hazard area”, (A) a notification to the applicable Loan Party of any Subsidiary which that fact and (if applicable) notification to the applicable Loan Party that flood insurance coverage is Excluded Property shall be not available and (B) evidence of the receipt by the applicable Loan Party of such notice; and (iii) if such notice is required to be pledged as Collateralprovided to the applicable Loan Party and flood insurance is available in the community in which such real property is located, evidence of required flood insurance and (ii2) no Loan Party will the Administrative Agent shall have received written confirmation from the Designated Lender that flood insurance due diligence and flood insurance compliance has been completed by the Designated Lender (such written confirmation not to be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located unreasonably conditioned, withheld or titled outside delayed). Each of the U.S. or to perfect any security interests in such assets.Loan Parties acknowledges and agrees that,
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property Collateral acquired after the Closing Date (other than the Settlement Property) or, in the case of inventory or equipment, any material Collateral moved after the Closing Date by any other Loan Party (other than (x) any property Collateral described in paragraph paragraphs (b) or (c) below, (y) any property subject to a Lien expressly permitted by of this Section 7.3(f), and (z) Excluded Property5.09) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within sixty (60) days, provided that 10 days following the date of such time period may be extended in the reasonable discretion of the Administrative Agentacquisition) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents Security Documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Collateral and (ii) take all actions reasonably necessary or advisable to grant to to, or continue on behalf of, the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertyCollateral, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any Collateral consisting of Real Property (other than an Excluded Subsidiarythe Settlement Property) created or any material lease of Collateral consisting of Real Property acquired or leased after the Closing Date by the Borrowers or any other Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary)Party, promptly (and, in any event, within sixty (60) days, provided that 10 days following the date of such time period may be extended in the reasonable discretion of the Administrative Agentacquisition) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement as the Administrative Agent deems necessary or advisable to grant to a first priority Mortgage in favor of the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest covering such real property and complying with the provisions herein and in the Capital Stock of such new Subsidiary that is owned by any Loan PartySecurity Documents, (ii) provide the Secured Parties with title and extended coverage insurance in an amount at least equal to the purchase price of such Real Property (or such other amount as the Administrative Agent shall reasonably specify), Surveys, and if applicable, flood insurance, lease estoppel certificates, memoranda or amendments, all in accordance with the standards for deliveries contemplated on the Closing Date, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (iv) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Partynotice identifying, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to upon the Administrative Agent for Agent's request, provide a copy of, the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect consultant's reports, environmental site assessments or other documents relied upon by any Loan Party to determine that any such new Subsidiary, including the filing of Uniform Commercial Code financing statements real property included in such jurisdictions as may Collateral does not contain Hazardous Materials of a form or type or in a quantity or location that could reasonably be required by the Security Agreement or by law or as may be requested by the Administrative Agent and (C) expected to deliver to the Administrative Agent result in a certificate of such Subsidiary, substantially in the form of Exhibit K, with appropriate insertions and attachmentsmaterial Environmental Liability.
(c) With respect to any new Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that 10 days following such time period may be extended in creation or the reasonable discretion date of the Administrative Agentsuch acquisition) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative AgentAgent (subject only to Liens permitted by Section 6.02), for the benefit of the LendersSecured Parties, a valid, perfected first priority security interest in the Capital Stock of Equity Interests in such new Subsidiary that is are owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required subject to be so pledgedLiens permitted by Section 6.02), and (ii) deliver to the Administrative Agent the certificates certificates, if any, representing such Capital StockEquity Interests, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyBorrowers or such Subsidiary, as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Guarantee and Collateral Agreement (and provide Guarantees of the Obligations) and the Intellectual Property Security Agreements and (B) to take such other action as may be actions necessary or, in the opinion of or advisable to grant to the Administrative Agent, desirable for the benefit of the Secured Parties, a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement and the Intellectual Property Security Agreement with respect to perfect such new Subsidiary, including the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office and the filing of UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Intellectual Property Security Agreement or by law or as may be requested by the Administrative Agent and (iv) if requested by the Administrative Agent’s security interest therein. Notwithstanding , deliver to the Administrative Agent legal opinions relating to the matters described above, (i) no Capital Stock of any Subsidiary which is Excluded Property opinions shall be required to be pledged as Collateralin form and substance, and (ii) no Loan Party will be required from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
Appears in 1 contract
Samples: Term Loan Agreement (Maxxam Inc)
Additional Collateral, etc. (a) With respect to any property Property acquired after the Closing Date by any Loan Party (other than (xi) any property Property described in paragraph paragraphs (b), (c) or (cd) belowof this Section, (yii) any property Property subject to a Lien expressly permitted by Section 7.3(f)7.3(g) (iii) Property acquired by an Excluded Foreign Subsidiary, Unrestricted Subsidiary or Immaterial Subsidiary and (ziv) Excluded PropertyProperty which, if owned by such Loan Party on the Closing Date would not be covered by the grant of security interest in Section 3 of the Guarantee and Collateral Agreement) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Liensecurity interest, promptly (and, in any event, within sixty (60) days, provided that 30 days following the date of such time period may be extended in the reasonable discretion of the Administrative Agentacquisition) (i) execute and deliver (or cause such execution and delivery) to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property Property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in such propertyProperty (subject only to Permitted Liens), including including, without limitation, the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary fee interest in any real property having a value (other than an Excluded Subsidiarytogether with improvements thereof) created or of at least $15,000,000 acquired after the Closing Date by any Loan Party (other than any such real property owned by an Excluded Foreign Subsidiary, Unrestricted Subsidiary or Immaterial Subsidiary or subject to a Lien expressly permitted by Sections 7.3(g) or (l)), promptly (and, in any event, within 60 days following the date of such acquisition) (i) execute and deliver (or cause such execution and delivery) a first priority Mortgage in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such real property, (ii) if requested by the Administrative Agent, provide the Secured Parties with (x) title and extended coverage insurance covering such real property in an amount at least equal to the purchase price of such real property (or such other amount as shall be reasonably specified by the Administrative Agent) as well as a current ALTA survey thereof, together with a surveyor’s certificate and (y) any consents or estoppels reasonably deemed necessary or advisable by the Administrative Agent in connection with such Mortgage, each of the foregoing in form and substance reasonably satisfactory to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent and (iv) if required by the Administrative Agent, agree to amendments to the Loan Documents to provide for such additional representations, warranties and covenants as are customarily associated with loans secured by real property.
(c) With respect to any new Subsidiary (other than an Excluded Foreign Subsidiary, Unrestricted Subsidiary or Immaterial Subsidiary) created or acquired after the Closing Date (which, for the purposes of this paragraph (b)paragraph, shall include any existing Subsidiary that ceases to be an Excluded Foreign Subsidiary, Unrestricted Subsidiary or Immaterial Subsidiary), by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that 60 days following such time period may be extended in creation or the reasonable discretion date of the Administrative Agentsuch acquisition) (i) execute and deliver (or cause such execution or delivery) to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyParty (subject only to Permitted Liens), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant such Loan Party, and as the case may be, (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Collateral Agreement and the Intellectual Property Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders Secured Parties a perfected first priority security interest (subject only to Permitted Liens) in the Collateral described in the Guarantee and Collateral Agreement and the Intellectual Property Security Agreement with respect to such new Subsidiary, including including, without limitation, the recording of instruments in the United States Patent and Trademark Office and the United States Copyright Office and the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement, the Intellectual Property Security Agreement or by law or as may be requested by the Administrative Agent Agent, and (Civ) to if requested by the Administrative Agent, deliver to the Administrative Agent a certificate of such Subsidiarylegal opinions relating to the matters described above, substantially which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent.
(cd) With respect to any new Excluded Foreign Subsidiary, Unrestricted Subsidiary (other than an Excluded Subsidiary) or Immaterial Subsidiary created or acquired after the Closing Date by any Loan Party, promptly (and, in any event, within sixty (60) days, provided that 60 days following such time period may be extended in creation or the reasonable discretion date of the Administrative Agentsuch acquisition) (i) execute and deliver (or cause such execution and delivery) to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable in order to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party subject only to Permitted Liens (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Excluded Foreign Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant such Loan Party, as the case may be, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the security interest of the Administrative Agent thereon, (iii) cause such new Subsidiary to become a party to the Subordinated Intercompany Note, and (iv) if requested by the Administrative Agent’s , deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(e) If, at any time and from time to time after the Closing Date, Domestic Subsidiaries that are not Loan Parties because they are Immaterial Subsidiaries comprise in the aggregate more than 7.5% of consolidated total assets as of the end of the most recently ended fiscal quarter of the Borrower or more than 7.5% of EBITDA of the Borrower for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Borrower, then the Borrower shall, not later than 45 days after the date by which financial statements for such quarter are required to be delivered pursuant to this Agreement, cause one or more such Domestic Subsidiaries to become additional Loan Parties (notwithstanding that such Domestic Subsidiaries are, individually, Immaterial Subsidiaries) such that the foregoing condition ceases to be true.
(f) Notwithstanding anything to the contrary in this Section 6.10, paragraphs (a), (b), (c), (d) or (e) of this Section 6.10 shall not apply to any Property, new Subsidiary or new Excluded Foreign Subsidiary, Unrestricted Subsidiary or Immaterial Subsidiary created or acquired after the Closing Date, as applicable, as to which the Administrative Agent has determined in its sole discretion that the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assets.
Appears in 1 contract
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party Group Member (other than (w) any real property, (x) any property described in paragraph (b) or (c) below, (y) any property subject to a Lien expressly permitted by Section 7.3(f), 7.3(g) or 7.3(j) and (z) property acquired by any Excluded PropertyForeign Subsidiary or Excluded Domestic Subsidiary) as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such propertyproperty (subject to such exceptions as are expressly permitted by the Guarantee and Collateral Agreement), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent.
(b) With respect to any new Domestic Subsidiary (other than an Excluded Domestic Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member (which, for the purposes of this paragraph (bc), shall include any existing Domestic Subsidiary that ceases to be an Excluded Domestic Subsidiary), promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any Loan PartyGroup Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectivelyCollateral Agreement, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(c) With respect to any new Foreign Excluded Domestic Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan PartyGroup Member, unless such actions are prohibited by the terms of the organizational documents or other Contractual Obligations of such Group Member, promptly (and, in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agent) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Group Member, and (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(d) With respect to any new Foreign Subsidiary created or acquired after the Closing Date by any Group Member (other than by any Group Member that is a Foreign Subsidiary), promptly (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Group Member (provided that in no event shall more than 66% of the total outstanding voting Capital Stock of any Excluded Foreign Subsidiary be required to be so pledged), (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, and take such other action as may be necessary or, in the opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s 's security interest therein. Notwithstanding the above, (i) no Capital Stock of any Subsidiary which is Excluded Property shall be required to be pledged as Collateral, and (iiiii) no Loan Party will if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be required in form and substance, and from counsel, reasonably satisfactory to take any action in any non-U.S. jurisdiction to create any security interest in assets located or titled outside of the U.S. or to perfect any security interests in such assetsAdministrative Agent.
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Samples: Credit Agreement (Serologicals Corp)
Additional Collateral, etc. (a) With respect to any property acquired after the Closing Date by any Loan Party that is property of the type which would otherwise constitute Collateral subject to the Lien created by any of the Security Documents but is not yet so subject (other than including, without limitation, (x) all Capital Stock held by any property described Loan Party in paragraph (b) any newly formed or (c) below, acquired Subsidiary of the Borrower and (y) all Capital Stock held by any property subject to a Lien expressly permitted by Section 7.3(fLoan Party in any Affiliated Investor) (collectively, the “After-Acquired Property”), and promptly but in any event within 60 days after the end of the fiscal year during which such property was acquired (z) Excluded Property) or by such later date as to which the Administrative Agent, for the benefit of the Lenders, does not have a perfected Lien, promptly (and, Agent may agree in any event, within sixty (60) days, provided that such time period may be extended in the reasonable discretion of the Administrative Agentits sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement or such other documents as the Administrative Agent deems may reasonably necessary or advisable request to grant to the Administrative Agent, for the benefit of the Lenders, a security interest in such property and (ii) take all actions reasonably necessary or advisable reasonably requested to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in such property, including (A) the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be requested by the Administrative AgentAgent and (B) the delivery of the certificates (if any) representing any such Capital Stock acquired (together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Capital Stock); provided that to extent that the documents described in clause (i) of this clause (a) have not been executed and delivered or the actions described in clause (ii) of this clause (a) have not been taken, in each case, with respect to any After-Acquired Property with an aggregate value in excess of 5.0% of the Total Asset Value at any time, the Borrower shall cause the requirements set forth in clauses (i) and (ii) of this clause (a) to be met within 60 days after the end of the fiscal quarter during which such limit was exceeded to the extent necessary to eliminate such excess.
(b) With respect to any new Wholly-Owned Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary or an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Loan Party Group Member (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary or Excluded Foreign Subsidiary) (collectively, the “New Subsidiaries”), promptly (and, but in any event, event within sixty (60) days, provided that such time period may be extended in 60 days after the reasonable discretion end of the fiscal year during which such New Subsidiary was created or acquired (or by such later date as the Administrative Agent) Agent may agree in its sole discretion), (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable may reasonably request to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new New Subsidiary that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and (iii) cause such new New Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Collateral Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable reasonably requested to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Security Guarantee and Collateral Agreement with respect to such new New Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such New Subsidiary, substantially in the form of Exhibit KC, with appropriate insertions and attachmentsattachments and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that to extent that such New Subsidiaries that have not yet executed and delivered the documents and taken the actions described in clauses (i) through (iv) of this clause (b) have assets with an aggregate value in excess of 5.0% of the Total Asset Value at any time, the Borrower shall cause such New Subsidiaries to comply with clauses (i) through (iv) of this clause (b) within 60 days after the end of the fiscal quarter during which such limit was exceeded to the extent necessary to eliminate such excess.
(c) With respect to any new Excluded Foreign Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date directly by any Loan Party, promptly (and, but in any event, event within sixty (60) days, provided that such time period may be extended in 60 days after the reasonable discretion end of the fiscal year during which such New Excluded Foreign Subsidiary was created or acquired (or by such later date as the Administrative AgentAgent may agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Security Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable may reasonably request to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such new Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 6566% of the total outstanding voting Capital Stock Stock, as determined for U.S. federal income tax purposes, of any such new Subsidiary be required to be so pledged), and (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, and take such other action as may be necessary or reasonably requested by the Administrative Agent to perfect the Administrative Agent’s security interest therein and (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing or any other provision of the Loan Documents, the Loan Parties shall not be required to undertake such perfection actions in any jurisdictions outside the United States.
(d) Notwithstanding the foregoing, each Other Merger Party and each of their Subsidiaries that are Wholly-Owned Subsidiaries and Domestic Subsidiaries of the Borrower after giving effect to the Transactions (other than an Excluded Subsidiary, an Excluded Foreign Subsidiary or an Other Merger Party Excluded Subsidiary) (collectively, the “Merger Loan Parties”) shall promptly but in any event within sixty (60) days after the Closing Date (or by such later date as the Administrative Agent may agree in its sole discretion) (i) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent may reasonably request to grant to the Administrative Agent, for the benefit of the Lenders, a perfected first priority security interest in the Capital Stock of such Merger Loan Party that is owned by any Loan Party, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, (iii) cause such Merger Loan Party (A) to become a party to the Guarantee and Collateral Agreement and (B) to take such other action actions necessary or reasonably requested to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such Merger Loan Party, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be necessary or, in required by the opinion of Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent; (provided, desirable that, the Administrative Agent may agree, in its sole discretion, to perfect permit any Merger Loan Party an additional amount of time following its joinder to the Guarantee and Collateral Agreement to comply with any Control Agreement requirements set forth therein (the date by which any such compliance shall be required, the “Merger Party Compliance Date” with respect to such Merger Loan Party) and (C) to deliver to the Administrative Agent a certificate of such Merger Loan Party, substantially in the form of Exhibit C, with appropriate insertions and attachments and (iv) deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent’s security interest therein. For the avoidance of doubt, in no event shall any Other Merger Party Excluded Subsidiary or its assets contribute to the Maximum Permitted Outstanding Amount.
(e) Notwithstanding anything set forth herein or any of the aboveother Loan Documents, (i) no Capital Stock with respect to any Collateral that is not included in the calculation of any Subsidiary which is Excluded Property the Maximum Permitted Outstanding Amount, the Loan Parties shall not be required to be pledged as Collateralobtain third party acknowledgements, and (ii) no Loan Party will be required to take any action agreements or consents in any non-U.S. jurisdiction to create any security interest in assets located or titled outside support of the U.S. creation, perfection or to perfect any enforcement of security interests in such assetsCollateral. In addition, the requirements of this Section 6.10 shall not apply to (i) any assets or Subsidiaries created or acquired after the Closing Date, as applicable, as to which the Administrative Agent has reasonably determined, and has advised the Borrower, that such requirements need not be satisfied because, inter alia, the collateral value thereof is insufficient to justify the difficulty, time and/or expense of obtaining a perfected security interest therein or (ii) require the pledge of any Qualified Non-Pledged Asset or other Investment Asset that would otherwise constitute Excluded Collateral (as defined in the Guarantee and Collateral Agreement).
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Additional Collateral, etc. (a) With respect to any property (to the extent included in the definition of Collateral) acquired at any time after the Closing Date by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) (other than (x) any property described in paragraph (b), (c) or (cd) below, below and (y) any property subject to a Lien expressly permitted by Section 7.3(fclauses (6)(A), (8), (9), (12), (16), (26), (29), (35) and (z38) Excluded Propertyof the definition of “Permitted Company Group Member Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties) as to which the Administrative Agent, for the benefit of the LendersSecured Parties, does not have a perfected Lien, promptly within 90 days (and, in any event, within sixty (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or such other documents as the Administrative Agent reasonably deems reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a security interest in such property and (ii) take all actions reasonably necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (subject to Permitted Liens) in such property, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may reasonably be requested by the Administrative Agent.
(b) Subject to the last sentence of this paragraph, with respect to any interest in any Material Property either (i) owned at the Closing Date by any Loan Party or (ii) acquired by any Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) after the Closing Date (other than any such real property subject to a Lien expressly permitted by clauses (8), (9) and (38) of the definition of “Permitted Company Group Member Liens” to the extent and for so long as the obligations relating to such Liens do not permit a Lien on such property in favor of the Secured Parties), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) of the Closing Date or the acquisition of such Material Property, as applicable, (i) execute and deliver a Mortgage, in favor of the Administrative Agent, for the benefit of the Secured Parties, covering such interest in real property, (ii) if requested by the Administrative Agent, provide the Lenders with a Title Policy as well as a current ALTA survey thereof (or an existing ALTA survey (accompanied if necessary by a “no-change” affidavit and/or other documents)) sufficient to remove the survey exception from the Title Policy and to obtain survey coverage in the Title Policy, together with a surveyor’s certificate in form reasonably acceptable to the Administrative Agent; provided that with respect to the Mortgaged Properties listed on Schedule 1.1B for which any Loan Party delivers to the Administrative Agent a second lien priority Mortgage in lieu of a Title Policy the applicable Loan Party shall cause to be delivered to the Administrative Agent a current title search and PZR zoning report reasonably acceptable to the Administrative Agent, (iii) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the enforceability, due authorization, execution and delivery of any such Mortgage and the Lien created thereby, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent, (iv) if requested by the Administrative Agent, a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the Company Borrower), (v) if requested by the Administrative Agent, with respect to any property located in a special flood hazard area, provide a copy of, or a certificate as to coverage and a declaration page relating to, the insurance policies required by Section 5.5, each of which (a) shall be endorsed or otherwise amended to include a lender’s loss payable endorsement, (b) shall identify the address of each property located in a special flood hazard area, (c) shall indicate the applicable flood zone designation, the flood insurance coverage and the deductible relating thereto, (d) shall provide that the insurer will give the Administrative Agent 45 days written notice of cancellation or non-renewal, and (e) shall be otherwise in form and substance satisfactory to the Administrative Agent and (vi) provide evidence reasonably satisfactory to the Administrative Agent of payment by the Company Borrower of all Title Policy premiums, search and examination charges, escrow charges and related charges, mortgage recording taxes, fees, charges, costs and expenses required for the recording of the Mortgages and issuance of the Title Policies and endorsements contemplated by clause (ii) above. Notwithstanding the foregoing, no Loan Party (or any Group Member required to become a Loan Party pursuant to the terms of the Loan Documents) shall be required to provide a Mortgage with respect to any Excluded Assets.
(c) With respect to any new Subsidiary Guarantor created or acquired after the Closing Date by any Group Member (which, for the purposes of this Section 5.9(c), shall include any existing Group Member that ceases to be an Excluded Domestic Subsidiary or a Non-Guarantor Subsidiary), within 90 days (or such longer period as the Administrative Agent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement or other Security Documents as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in the Capital Stock of such propertynew Subsidiary Guarantor that is owned by any Group Member, (ii) deliver to the Administrative Agent the certificates representing such Capital Stock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Group Member, (iii) cause such new Subsidiary Guarantor (a) to execute and deliver to the Administrative Agent (x) a Guarantor Joinder Agreement or such comparable documentation requested by the Administrative Agent to become a Subsidiary Guarantor, (y) a joinder agreement to the Security Agreement, substantially in the form annexed thereto, (b) to take such actions reasonably necessary or advisable to grant to the Administrative Agent for the benefit of the Secured Parties a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary Guarantor, including the filing of Uniform Commercial Code UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be requested by the Administrative Agent, and (c) to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in form and substance reasonably acceptable to the Administrative Agent, with appropriate insertions and attachments, and (iv) if requested by the Administrative Agent, deliver to the Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent.
(bd) With respect to any new Domestic Restricted Subsidiary which is directly owned by a Borrower or a Guarantor and is a CFC Holdco or a Foreign Subsidiary that is a CFC (in each case, other than an Excluded Immaterial Subsidiary) ), created or acquired after the Closing Date by any Loan Party (which, for the purposes of this paragraph (b), shall include any existing Subsidiary that ceases to be an Excluded Subsidiary), promptly (and, in any eventParty, within sixty 90 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to the Security Agreement or other Security Documents and, to the extent requested by the Administrative Agent, a security agreement compatible with the laws of such Foreign Subsidiary’s jurisdiction in form and substance reasonably satisfactory to the Administrative Agent, in each case, as the Administrative Agent reasonably deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected first priority security interest (subject to Permitted Priority Liens) in the Capital Stock of such new CFC Holdco or Foreign Subsidiary that is a CFC that is directly owned by any such Loan PartyParty (provided that in no event shall more than 65% of the total outstanding Voting Stock of any such CFC Holdco or Foreign Subsidiary that is a CFC be required to be so pledged), (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan PartyGroup Member, and take such other action as may be necessary or, in the reasonable opinion of the Administrative Agent, desirable to perfect the Administrative Agent’s security interest therein, and (iii) cause such new Subsidiary (A) to become a party to the Subsidiary Guarantee and Security Agreement as a Subsidiary Guarantor and a Pledgor, respectively, (B) to take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected security interest in the Collateral described in the Security Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be if requested by the Administrative Agent and (C) to Agent, deliver to the Administrative Agent a certificate legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that in the event the stamp, excise or similar taxes of any jurisdiction applicable to the pledge of Capital Stock of any Foreign Subsidiary organized in such jurisdiction are excessive in relation to customary practices or the benefit afforded to the Secured Parties from such pledge and the compliance with the provisions of this Section 5.9(d) would result in the imposition of such Subsidiarystamp, substantially excise or similar taxes on any Borrower and its Restricted Subsidiaries, the Administrative Agent may elect not to require the Loan Parties to pledge such Capital Stock of any such Foreign Subsidiary or not to require such pledge to be recorded or registered in any applicable jurisdiction, or may defer such requirement to such date or time as the form of Exhibit K, with appropriate insertions and attachmentsAdministrative Agent may determine.
(ce) With respect to any new Foreign Non-Guarantor Subsidiary (other than an Excluded Subsidiary) created or acquired after the Closing Date by any Loan Party, promptly Party (and, in but excluding any eventsuch Subsidiary the Capital Stock of which constitutes an Excluded Asset or that is a CFC Holdco or a Foreign Subsidiary that is a CFC), within sixty 90 days (60) days, provided that or such time longer period may be extended in the reasonable discretion of as the Administrative AgentAgent shall reasonably agree) after the date of such creation or acquisition (i) execute and deliver to the Administrative Agent such amendments to this Agreement and the Security Agreement as the Administrative Agent deems necessary or advisable to grant to the Administrative Agent, for the benefit of the LendersSecured Parties, a perfected security interest (subject to Permitted Priority Liens) in the Capital Stock of such new Non-Guarantor Subsidiary that is owned by any such Loan Party (provided that in no event shall more than 65% of the total outstanding voting Capital Stock of any such new Subsidiary be required to be so pledged)Party, and (ii) deliver to the Administrative Agent the certificates representing such Capital StockStock (if any), together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party, Group Member and take (iii) cause such other action as may be necessary ornew Subsidiary Guarantor to deliver to the Administrative Agent a certificate of such Subsidiary Guarantor, in the opinion of form and substance reasonably acceptable to the Administrative Agent, desirable with appropriate insertions and attachments.
(f) Notwithstanding anything to perfect the Administrative Agent’s security interest therein. Notwithstanding the above, contrary in this Agreement (i) no Capital Stock of actions in any Subsidiary which is Excluded Property jurisdiction outside the United States shall be required to be pledged as Collateral, and (ii) no Loan Party will be required to take any action in any non-U.S. jurisdiction order to create any security interest interests in assets located or titled outside of the U.S. United States, or to perfect any security interests in such assets, including any intellectual property registered in any jurisdiction outside the United States (it being understood that there shall be no security agreements or pledge agreements governed under the laws of any jurisdiction outside the United States) and (ii) in no event shall control agreements or perfection by control or similar arrangements be required with respect to any Collateral (including deposit or securities accounts), other than in respect of (x) certificated equity interests in the Borrowers and their respective Restricted Subsidiaries otherwise required to be pledged pursuant to the terms of any Loan Document and (y) the note evidencing the Tower LLC Loan and each intercompany note and promissory note (if any) required to be pledged to the Administrative Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed transfer form in blank) by the pledgor thereof; provided that, to the extent any deposit and securities accounts are under the control of the ABL Agent at any time pursuant to the terms of the ABL-Term Intercreditor Agreement, the ABL Agent shall act as agent and gratuitous bailee for the Administrative Agent for the purpose of perfecting the Administrative Agent’s Liens in such deposit and securities accounts.
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